-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DjreSv2a3GqpUOJgRIf8+Ic+oLtR5y45nNPWi3iyVKf4rswnVgfqpWYmvFAKAct1 95stxKxVcYn2RCGP3TCSbA== 0000950134-00-010771.txt : 20001229 0000950134-00-010771.hdr.sgml : 20001229 ACCESSION NUMBER: 0000950134-00-010771 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELMERICH & PAYNE INC CENTRAL INDEX KEY: 0000046765 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730679879 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-04221 FILM NUMBER: 797241 BUSINESS ADDRESS: STREET 1: UTICA AT 21ST ST CITY: TULSA STATE: OK ZIP: 74114 BUSINESS PHONE: 9187425531 MAIL ADDRESS: STREET 1: UTICA AT 21ST ST CITY: TULSA STATE: OK ZIP: 74114 10-K405 1 d82779e10-k405.txt FORM 10-K FOR FISCAL YEAR END SEPTEMBER 30, 2000 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 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 HELMERICH & PAYNE, INC. (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.) UTICA AT TWENTY-FIRST STREET, TULSA, OKLAHOMA 74114 (Address of principal executive offices) (Zip code)
Registrant's 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 Registrant's 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. [X] At December 15, 2000, the aggregate market value of the voting stock held by non-affiliates was $1,698,216,449. Number of shares of common stock outstanding at December 15, 2000: 50,087,254. DOCUMENTS INCORPORATED BY REFERENCE (1) Annual Report to Shareholders for the fiscal year ended September 30, 2000 -- Parts I, II, and IV. (2) Proxy Statement for Annual Meeting of Security Holders to be held March 7, 2001 -- Part III. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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 REGISTRANT'S 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 REGISTRANT'S EXPECTATIONS ARE DISCLOSED IN MANAGEMENT'S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION ON PAGES 10 THROUGH 17 IN REGISTRANT'S ANNUAL REPORT TO THE SHAREHOLDERS FOR FISCAL 2000 AND IN THE REMAINDER OF THIS 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 THE 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. 3 HELMERICH & PAYNE, INC. AND SUBSIDIARIES Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 2000 PART I Item 1. BUSINESS Helmerich & Payne, Inc. (the "Registrant"), was incorporated under the laws of the State of Delaware on February 3, 1940, and is successor to a business originally organized in 1920. Registrant is primarily engaged in the exploration, production, and sale of crude oil and natural gas and in contract drilling of oil and gas wells for others. These activities account for the major portion of its operating revenues. The Registrant is also engaged in the ownership, development, and operation of commercial real estate. The Registrant is organized into three separate autonomous operating divisions being contract drilling; oil & gas exploration and production operations; and real estate. While there is a limited amount of intercompany activity, each division operates essentially independently of the others. Each of the divisions, except exploration and production, conducts their respective business through wholly owned subsidiaries. Operating decentralization is balanced by a centralized finance division, which handles all accounting, data processing, budgeting, insurance, cash management, and related activities. 4 Most of the Registrant's current exploration efforts are concentrated in Louisiana, Oklahoma, Texas, and the Hugoton Field of western Kansas. The Registrant also explores from time to time in the Rocky Mountain area, New Mexico, Alabama, Michigan, and Mississippi. Substantially all of the Registrant's gas production is sold to and resold by its marketing subsidiary. This subsidiary also purchases gas from unaffiliated third parties for resale. The Registrant's domestic contract drilling is conducted primarily in Oklahoma, Texas, and Louisiana, and offshore from platforms in the Gulf of Mexico and offshore California. The Registrant has also operated during fiscal 2000 in six international locations: Venezuela, Ecuador, Colombia, Argentina, Bolivia and Equatorial Guinea. The Registrant's real estate investments are located in Tulsa, Oklahoma, where the Registrant has its executive offices. CONTRACT DRILLING The Registrant 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 Registrant specializes primarily in deep drilling in major gas producing basins of the United States and in drilling for oil and gas in remote international areas. For its international operations, the Registrant operates certain rigs which are transportable by helicopter. In the United States, the Registrant draws its customers primarily from the major oil companies and the larger independents. The Registrant also drills for its own oil and gas division. In South America, the Registrant's current customers include the Venezuelan state petroleum company and major international oil companies. In fiscal 2000, Registrant received approximately 43% of its consolidated revenues from the Registrant's ten largest contract drilling customers. BP and Shell Oil Co., including their affiliates, (respectively, "BP" and "Shell") are the Registrant's two largest contract drilling customers. The I-2 5 Registrant performs drilling services for BP and Shell on a world-wide basis. Revenues from drilling services performed for BP and Shell in fiscal 2000 accounted for approximately 15% and 7%, respectively, of the Registrant's consolidated revenues for the same period. While the Registrant believes that its relationship with all of these customers is good, the loss of BP or Shell or a simultaneous loss of several of its larger customers would have a material adverse effect on the drilling subsidiary and the Registrant. The Registrant provides drilling rigs, equipment, personnel, and camps on a contract basis. These services are provided so that Registrant's customers may explore for and develop oil and gas from onshore areas and from fixed and tension leg platforms 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. Conversely, 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, Registrant operates self-moving minimum space platform drilling rigs and drilling rigs to be used on tension leg platforms. The minimum space rig is designed to be moved without the use of expensive derrick barges. The tension leg platform rig allows drilling operations to be conducted in much deeper water than traditional fixed platforms. 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. I-3 6 The Registrant's workover rigs are equipped with engines, drawworks, a mast, pumps, and blowout preventers. A workover rig is used to complete a new well after the hole has been drilled by a drilling rig, and to remedy various downhole problems that occur in producing wells. During fiscal 1998, Registrant put to work a new generation of six highly mobile/depth flexible new rigs (individually the "FlexRig(TM)"). The FlexRig(TM) may reduce rig move times by at least 50%. In addition, the FlexRig(TM)allows a greater depth flexibility of between 8,000 to 18,000 feet and provides greater operating efficiency. During fiscal 2000, the Registrant ordered 12 new FlexRigs(TM) at an approximate cost of between $7.5 million and $8.25 million each. The Registrant expects to take delivery of 11 of the new FlexRigs(TM) in calendar 2001 with the final FlexRig(TM) to be delivered in the first calendar quarter of 2002. The FlexRigs(TM) will be available for work in the Registrant's domestic and international drilling operations. The Registrant's 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. Most of the contracts are performed on a "daywork" basis, under which the Registrant 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 Registrant has previously performed contracts on a combination "footage" and "daywork" basis, under which the Registrant 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 Registrant has previously accepted "turnkey" contracts under which the Registrant 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 I-4 7 normally done on a "footage" basis. "Turnkey" contracts entail varying degrees of risk greater than the usual "footage" contract. Registrant has not accepted a "footage" or "turnkey" contract during fiscal 2000. The Registrant believes that under current market conditions "footage" and "turnkey" contract rates do not adequately compensate contractors for the added risks. The duration of the Registrant's 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 current fixed term contracts are for one 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 Registrant and the customer. In most instances contracts provide for additional payments for mobilization and demobilization. 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. See Regulations and Hazards, page I-8. Domestic Drilling The Registrant believes it is a major land and offshore platform drilling contractor in the domestic market. At the end of September, 2000, the Registrant had 47 (37 land rigs and 10 platform rigs) of its rigs operating in the United States and had management contracts for three customer-owned rigs. I-5 8 During fiscal 2000, one land rig was relocated from the Registrant's domestic operations to the Registrant's operations in Venezuela. In addition, one of the Registrant's older land rigs was sold. In December of 2000, Registrant signed three-year term contracts for five (5) of Registrant's rigs to provide drilling services in Wyoming for a major oil company. Registrant expects that all five rigs will commence drilling operations during calendar 2001. International Drilling The Registrant's international drilling operations began in 1958 with the acquisition of the Sinclair Oil Company's drilling rigs in Venezuela. Helmerich & Payne de Venezuela, C.A., a wholly owned subsidiary of the Registrant, is one of the leading drilling contractors in Venezuela. Beginning in 1972, with the introduction of its first helicopter rig, the Registrant expanded into other Latin American countries. Venezuelan operations continue to be a significant part of the Registrant's operations. At the end of fiscal 2000, the Registrant owned and operated 18 land drilling rigs in Venezuela with a utilization rate of 32% for such fiscal year. The Registrant worked for the Venezuelan state petroleum company during fiscal 2000, and revenues from this work accounted for approximately 3.6% of the Registrant's consolidated revenues during the fiscal year. Registrant's rig utilization rate in Venezuela has decreased from approximately 36% during the 1999 fiscal year to approximately 32% in fiscal 2000. This reduction in utilization is primarily due to curtailed production and development activities resulting from prior reductions in worldwide oil prices. While worldwide oil prices have improved, the Venezuelan state petroleum company production and development activities continue to lag behind the improvement in oil prices. Even though the Registrant is, at this time, unable to predict future fluctuations in its utilization rates during I-6 9 fiscal 2001, the Registrant believes that the prospects are good for returning at least three idle rigs back to work during fiscal 2001. The Venezuelan government, in early 1996, permitted foreign exploration and production companies to acquire rights to explore for and produce oil and gas in Venezuela. Registrant has performed contract drilling services in Venezuela for three independent oil companies during fiscal 2000. At the end of fiscal 2000, the Registrant owned and operated seven drilling rigs in Colombia. The Registrant's utilization rate in Colombia was 62% during fiscal 2000. During fiscal 2000 the revenues generated by Colombian drilling operations contributed approximately 6.7% of the Registrant's consolidated revenues. During the first and second quarters of fiscal 2001, the Registrant expects to move three (3) rigs from Colombia to Houston, Texas. The Registrant expects continued reduction in activity and revenues from Colombia. In addition to its operations in Venezuela and Colombia, the Registrant in fiscal 2000 owned and operated six rigs in Ecuador, six rigs in Bolivia, and three rigs in Argentina. In Ecuador, Bolivia and Argentina, the contracts are with large international oil companies. During fiscal 2000, the Registrant commenced operations under a management contract for a customer-owned platform rig located in offshore Equatorial Guinea. Competition The contract drilling business is highly competitive. Competition in contract drilling involves such factors as price, rig availability, efficiency, condition of equipment, reputation, 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. I-7 10 Although many contracts for drilling services are awarded based solely on price, the Registrant has been successful in establishing long-term relationships with certain customers which have allowed the Registrant to secure drilling work even though the Registrant may not have been the lowest bidder for such work. The Registrant has continued to attempt to differentiate its services based upon its engineering design expertise, operational efficiency, safety and environmental awareness. Regulations and Hazards The drilling operations of the Registrant are subject to the many hazards inherent in the business, including 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 Registrant believes that it has adequate insurance coverage for comprehensive general liability, public liability, property damage (including insurance against loss by fire and storm, blowout, and cratering risks), workers compensation and employer's liability. No insurance is carried against loss of earnings or business interruption. The Registrant is unable to obtain significant amounts of insurance to cover risks of underground reservoir damage; however, the Registrant is generally indemnified under its drilling contracts from this risk. The Registrant's present insurance coverage has been secured through fiscal 2001. However, in view of conditions generally in the liability insurance industry, no assurance can be given that the Registrant's present coverage will not be cancelled during fiscal 2001 nor that insurance coverage will continue to be available at rates considered reasonable. International operations are subject to certain political, economic, and other uncertainties not encountered in domestic operations, including risks of terrorism, expropriation of equipment as well as expropriation of a particular oil company operator's property and drilling rights, taxation policies, foreign exchange restrictions, currency rate fluctuations, and general hazards associated with foreign I-8 11 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 Registrant's operations or on the ability of the Registrant to continue operations in certain areas. Because of the impact of local laws, the Registrant's 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 Registrant holds only a minority interest, or pursuant to arrangements under which the Registrant conducts operations under contract to local entities. While the Registrant believes that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on the Registrant's operations or revenues, there can be no assurance that the Registrant 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 Registrant. The Registrant further attempts to minimize the potential impact of such risks by operating in more than one geographical area and by attempting to obtain indemnification from operators against expropriation, nationalization, and deprivation. During fiscal 2000, approximately 22% of the Registrant's consolidated revenues were generated from the international contract drilling business. Over 95% of the international revenues were from operations in South America and 59% of South American revenues were from Venezuela and Colombia. Exposure to potential losses from currency devaluation is minimal in the above-mentioned countries except for Venezuela. 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. In Venezuela, approximately 60% of the Registrant's invoice billings are in U.S. dollars and the other 40% are in the local currency, the bolivar. The Registrant is exposed to risks of currency devaluation in Venezuela as a result of bolivar receivable balances and necessary bolivar cash balances. I-9 12 In 1994, the Venezuelan government established a fixed exchange rate in hopes of stemming economic problems caused by a high rate of inflation. During the first week of December, 1995, the government established a new exchange rate, resulting in further devaluation of the bolivar. In April of 1996, the bolivar was again devalued when the government decided to abolish its fixed rate policy and to allow a floating market exchange rate. During fiscal 1999, the Registrant experienced losses of approximately US$712,000 and in fiscal 2000 it experienced losses of US$687,000 as a result of the devaluation of the bolivar. Registrant is unable to predict future devaluation in Venezuela. In the event that fiscal 2001 activity levels are similar to fiscal 2000 and if a 25% to 50% devaluation would occur, the Registrant could experience potential currency valuation losses ranging from approximately US$600,000 to US$1,000,000. 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 Registrant's loss of all or a portion of its assets and business in Venezuela. Many aspects of the Registrant's operations are subject to government regulation, including those relating to drilling practices and methods and the level of taxation. In addition, various countries (including the United States) have environmental 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 Registrant 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. I-10 13 The Registrant 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 Registrant, although these measures may add to the costs of operating drilling equipment in some instances. Additional legislation or regulation may reasonably be anticipated, and the effect thereof on operations cannot be predicted. OIL & GAS EXPLORATION AND PRODUCTION OPERATIONS The Registrant engages in the origination of prospects; the identification, acquisition, exploration, and development of prospective and proved oil and gas properties; the production and sale of crude oil, condensate, and natural gas; and the marketing of natural gas. The Registrant considers itself a medium-sized independent producer. All of the Registrant's oil and gas operations are conducted in the United States. Most of the Registrant's current exploration and drilling effort is concentrated in Oklahoma, Kansas, Texas, and Louisiana. The Registrant also explores from time to time in New Mexico, Alabama, Michigan, Mississippi, and the Rocky Mountain area. The Registrant's exploration and production division includes six geographical exploitation teams comprised of geological, engineering, and land personnel. These personnel primarily develop in-house oil and gas prospects as well as review outside prospects and acquisitions for their respective geographical areas. The Registrant believes that this structure allows each team to gain greater expertise in its respective geographical area and reduces risk in the development of prospects. Since fiscal 1998, the Registrant has focused on developing prospects using 3D seismic technology. Currently, the Registrant is involved in 3D surveys covering more than 1,050 square I-11 14 miles, of which approximately 750 square miles are proprietary. Approximately 900 square miles of land covered by such surveys is located near the Texas and Louisiana onshore Gulf Coast. During fiscal 2000, the Registrant drilled 17 wells with a 60% success rate in Jefferson County, Texas. These are primarily one well fields identified from the 3-D seismic. Since the beginning of Registrant's activity in Jefferson County, Registrant has participated in 21 wells with six dry holes, or a 71% success rate. Registrant's working interest in this area ranges from 33% to 66%, however Registrant has taken less interest in some prospects and greater interest in other prospects. Three wells have been drilled in the West Texas Dixieland area during fiscal 2000. Two of the wells have been successfully completed, and an uphole completion will be attempted in the third well. A fourth well is currently being completed. Registrant will evaluate the results of the fourth well in order to determine the possibility for a fifth well in the area. Registrant's major increases in new oil reserves came primarily from the Kansas Hugoton Field area and from condensate production associated with successful gas wells along the Gulf Coast. Commodity prices have allowed several low risk infill drilling projects to become economically viable. These include additional drilling at the edge of Hugoton field as well as additional drilling for tight gas in Oklahoma. The Registrant's exploration and development program has covered a range of prospects, from shallow "bread and butter" programs to deep expensive, high risk/high return wells. During fiscal 2000, the Registrant participated in 68 development and/or wildcat wells, which resulted in new discoveries of approximately 22.3 BCF of gas and 935,013 barrels of oil and condensate. The Registrant participated in 13 additional development wells, which resulted in the development of approximately 13.4 BCF of gas and 2,676 barrels of oil which was previously classified as proved undeveloped or proved developed nonproducing reserves. In addition, 30.5 BCF of gas and 191,206 I-12 15 barrels of oil was booked as additional proved undeveloped reserves in 96 locations, primarily in infill locations in Oklahoma and Kansas. This reserve increase primarily resulted from higher oil and gas prices and development drilling success. A total of $57,970,195 was spent in the Registrant's exploration and development program during fiscal 2000. This figure includes $4,452,626 of geophysical expense, but is exclusive of expenditures for acreage and acquisition of proved oil and gas reserves. The Registrant's total company-wide acquisition cost for acreage in fiscal 2000 was approximately $11 million. The Registrant spent $105,166 for the acquisition of proved oil and gas reserves during fiscal 2000. The reserves associated with these acquisitions were 242,149 MCF of gas and 1,502 barrels of oil. The Registrant's fiscal 2001 exploration and production budget of approximately $83 million is 26% greater than its actual exploration and production expenditures in fiscal 2000. The Registrant, during fiscal 2000, hired the investment banking firm of Petrie Parkman & Co. to advise the Company regarding strategic alternatives with regard to the Registrant's oil and gas division. It is contemplated that a successful transaction could lead, among other things, to the Company's exploration and production division being established as a separate public entity. The Registrant is unable to predict if and when such a transaction may occur. Market for Oil and Gas The Registrant does not refine any of its production. The availability of a ready market for such production depends upon a number of factors, including the availability of other domestic production, price, crude oil imports, the proximity and capacity of oil and gas pipelines, and general fluctuations in supply and demand. The Registrant does not anticipate any unusual difficulty in contracting to sell its production of crude oil and natural gas to purchasers and end-users at prevailing market prices and I-13 16 under arrangements that are usual and customary in the industry. The Registrant and its subsidiary, Helmerich & Payne Energy Services, Inc., have successfully developed markets with end-users, local distribution companies, and natural gas brokers for gas produced from successful wildcat wells and development wells. Substantially all of Registrant's gas production is sold to and resold by Helmerich & Payne Energy Services, Inc. During fiscal 2000, the price that Registrant received for the sale of its natural gas has increased. Registrant's average per MCF natural gas sales price in fiscal 2000 for each of the first through fourth quarters was $2.28, $2.28, $2.97 and $3.65, respectively. The Registrant is of the opinion that the natural gas market will continue to be characterized by high volatility and relatively high prices for the next 12 to 18 months. The record natural gas prices and high volatility as evidenced by the dramatic early summer increase in natural gas prices is a result of ever changing perceptions throughout the industry centered around supply and demand. Pricing perceptions constantly change as members of the industry weigh the impacts of decline in deliverability of domestic supply, increased use of natural gas for electrical generation, continued U.S. economic growth, the increased usage and better management of natural gas storage, seasonal usage, fuel switching, usage of gas as a feed stock, and importation of gas from Canada and Mexico. The tight supply/demand balance will likely continue until increased gas drilling activity results in the increased productive capacity. Registrant presently believes that the natural gas price volatility will continue for the next three to five years as the natural gas industry reacts to the supply/demand balance. Long term pricing will obviously react to these short term factors, as well as other considerations affecting supply/demand. Historically, the Registrant has had no long-term sales contracts for its crude oil and condensate production. The Registrant continues its practice of contracting for the sale of its Kansas and Oklahoma and portions of its west Texas crude oil for terms of six to twelve months in an attempt to I-14 17 assure itself of the best price in the area for crude oil production. During fiscal 2000, the price that Registrant received for the sale of its crude oil has steadily increased. Registrant's average per barrel crude oil sales price in fiscal 2000 for each of the first through fourth quarters was $23.52, $27.80, $27.98 and $31.02, respectively. Competition The Registrant competes with numerous other companies and individuals in the acquisition of oil and gas properties and the marketing of oil and gas. The Registrant believes that it should continue to prepare for increased exploration activity without committing to a definite drilling timetable. The Registrant also believes that competition for the acquisition of gas producing properties will continue. Considering the Registrant's conservative acquisition strategy, the Registrant believes that it may be unable to acquire significant proved developed producing reserves from third parties. The Registrant intends to continue its review of properties in areas where the Registrant has expertise. The Registrant's competitors include major oil companies, other independent oil companies, and individuals. Many of these competitors have financial resources, staffs, and facilities substantially larger than those of the Registrant. The effect of these competitive factors on the Registrant cannot be predicted. Title to Oil and Gas Properties The Registrant undertakes title examination and performs curative work at the time properties are acquired. The Registrant believes that title to its oil and gas properties is generally good and defensible in accordance with standards acceptable in the industry. Oil and gas properties in general are subject to customary royalty interests contracted for in connection with the acquisitions of title, liens incident to operating agreements, liens for current taxes, and other burdens and minor encumbrances, easements, and restrictions. The Registrant believes that I-15 18 the existence of such burdens will not materially detract from the general value of its leasehold interests. Governmental Regulation in the Oil and Gas Industry The Registrant's domestic operations are affected from time to time in varying degrees by political developments and federal and state laws and regulations. In particular, oil and gas production operations and economics are affected by price control, tax, and other laws relating to the petroleum industry; by changes in such laws; and by constantly changing administrative regulations. Most states in which the Registrant conducts or may conduct oil and gas activities regulate the production and sale of oil and natural gas, including regulation of the size of drilling and spacing units or proration units, the density of wells which may be drilled, and the unitization or pooling of oil and gas properties. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability of production. The effect of these regulations is to limit the amounts of oil and natural gas the Registrant can produce from its wells, and to limit the number of wells or locations at which the Registrant can drill. In addition, legislation affecting the natural gas and oil industry is under constant review. Inasmuch as such laws and regulations are frequently expanded, amended, or reinterpreted, the Registrant is unable to predict the future cost or impact of complying with such regulations. The Registrant believes that compliance with existing federal, state and local laws, rules and regulations will not have a material adverse effect upon its capital expenditures, earnings or competitive position. Regulatory Controls Historically, the transportation and sale for resale of natural gas in interstate commerce have been regulated under the Natural Gas Act ("NGA") and the Natural Gas Policy Act of 1978 ("NGPA") and the regulations promulgated thereunder. I-16 19 The Natural Gas Wellhead Decontrol Act of 1989 amended both the price and non-price decontrol provisions of the NGPA for the purpose of providing complete decontrol of first sales of natural gas by January 1, 1993. The Registrant believes that substantially all of its gas is decontrolled. Commencing in April, 1992, the Federal Energy Regulatory Commission ("FERC") issued Order 636, Order 636-A, and Order 636-B (collectively, "Order 636") which requires interstate pipelines to provide transportation unbundled from their sales of gas. Also, such pipelines must provide open-access transportation on a basis that is equal for all gas supplies. Although Order 636 has provided the Registrant with additional market access and more fairly applied transportation service rates, it has also subjected the Registrant to more restrictive pipeline imbalance tolerances and greater penalties for violation of those tolerances. Order 636 and numerous related orders pertaining to individual pipelines have been upheld by the Courts. However, the FERC continues to review and modify open access regulations. In particular, the FERC recently issued new rules and policies pertaining to interstate pipeline certificates which require notification of landowners affected by proposed pipeline construction, and which presume incremental pricing is appropriate for new construction. The FERC also issued new rules governing transportation which, among other matters, eliminated cost-based regulation for certain short term transportation, and require pipelines to design services that facilitate open access operations and decrease the use by pipelines of emergency operational orders. In addition, the FERC has requested comments on certain issues related to its regulation of long term transportation. Implementation of many details of these rules has been left to individual pipeline proceedings. In addition, court appeals of the new rules are pending. While this FERC action affects the Registrant only indirectly, these rules are intended to further enhance competition in the natural gas markets. They may also increase the cost of transportation. I-17 20 Under the NGA, natural gas gathering facilities are exempt from FERC jurisdiction. The Registrant believes that its gathering systems meet the traditional tests that the FERC has used to establish a pipeline's status as a gatherer. In recent years, the FERC has slightly narrowed its statutory tests for establishing gathering status. A number of states have either enacted new laws or are considering the adequacy of existing laws affecting gathering rates and/or services. For example, in May, 1997, Kansas enacted new gathering oversight legislation that, among other matters, requires reporting of gathering prices and authorizes the Kansas Corporation Commission ("KCC") to oversee open access on gathering systems to assure it is just, reasonable, and non-discriminatory. Thus, natural gas gathering may receive greater regulatory scrutiny by state agencies. In addition, the FERC has approved several transfers by interstate pipelines of gathering facilities to unregulated gathering companies, including affiliates. This could allow such companies to compete more effectively with independent gatherers. It is not possible at this time to predict the ultimate effect of the policy, although it could affect access to and rates charged for interstate gathering services. However, the Registrant does not presently believe the status of its facilities would be materially affected by modification to the statutory criteria. In February, 1994, the KCC issued an order which modified allowables applicable to wells within the Hugoton Gas Field so that those proration units upon which infill wells had been drilled would be assigned a larger allowable than those units without infill wells. As a consequence of this order, the Registrant has participated in the drilling of 140 infill wells. If current gas prices continue, Registrant could participate in the drilling of up to 30 additional infill wells along the edge of the Hugoton field. In September, 1997, the FERC ruled that ad valorem tax levied by the State of Kansas was not a severance tax within the meaning of Section 110 of the NGPA. Therefore, to the extent that first sellers collected revenues in excess of the maximum lawful price as a result of reimbursement of Kansas ad valorem taxes, then first I-18 21 sellers would be required to make refunds with interest for such excess revenues on tax bills rendered during the period October 4, 1983 through June 28, 1988. Based upon schedules provided to Registrant by certain interstate pipelines, the total reimbursement obligation of all working interest owners in Registrant-operated wells approximated $13 million as of November, 1997. During this period, Registrant estimated that its reimbursement obligation totaled approximately $6.7 million, being approximately $2.7 million of principal and $4.0 million of interest. Approximately 12.5% of such amount would be owed by Registrant's royalty owners. Neither the FERC nor Congress has provided the first sellers with any generic relief on this issue. However, the FERC has permitted the filing of individual adjustment proceedings by each first seller. Registrant has filed such adjustment proceedings requesting that its ad valorem tax refund obligation be reduced. The FERC has not ruled in any of Registrant's adjustment proceedings. During the period February through July, 1998, Registrant paid, under protest, approximately $1,379,000 to four interstate pipelines as partial ad valorem tax reimbursement and escrowed approximately $6,370,000 pending the FERC's decision in Registrant's adjustment proceedings. The escrowed amount includes Registrant's share of the amount of reimbursement obligation allegedly owed by Registrant's royalty owners. During calendar 2000, settlement negotiations have occurred among the pipelines, first sellers and other interested parties. Any settlement among such parties must be approved by the FERC. A settlement agreement in the Colorado Interstate Gas proceeding has recently been approved by the FERC. Registrant's settlement amount is less than the amount that Registrant had escrowed in the Colorado Interstate Gas proceeding. The final outcome of the other settlement negotiations and the final resolution of these proceedings cannot be predicted at this time. I-19 22 However, the Registrant believes that Registrant's aggregate refund liability in all pipeline proceedings will not exceed the amount that Registrant has escrowed for such liability. Additional proposals and proceedings that might affect the oil and gas industry are pending before the Congress, the FERC, and the courts. The Registrant cannot predict when or whether any such proposals may become effective. In the past, the natural gas industry has been very heavily regulated. There is no assurance that the current regulatory approach pursued by the FERC will continue. Notwithstanding the foregoing, it is anticipated that compliance with existing federal, state and local laws, rules and regulations will not have a material adverse effect upon the capital expenditures, earnings or competitive position of the Registrant. Federal Income Taxation The Registrant's oil and gas operations, and the petroleum industry in general, are affected by certain federal income tax laws. The Registrant has considered the effects of such federal income tax laws on its operations and does not anticipate that there will be any material impact on the capital expenditures, earnings or competitive position of the Registrant. Environmental Laws The Registrant's activities are subject to existing federal and state laws and regulations governing environmental quality and pollution control. Such laws and regulations may substantially increase the costs of exploring, developing, or producing oil and gas and may prevent or delay the commencement or continuation of a given operation. In the opinion of the Registrant's management, its operations substantially comply with applicable environmental legislation and regulations. The Registrant believes that compliance with existing federal, state, and local laws, rules, and regulations regulating the discharge of materials into the environment or otherwise relating to the protection of the environment I-20 23 will not have any material effect upon the capital expenditures, earnings, or competitive position of the Registrant. Natural Gas Marketing Helmerich & Payne Energy Services, Inc., ("HPESI") continues its emphasis on the purchase of the Registrant's natural gas production. In addition, HPESI purchases third-party gas for resale and provides compression, gathering services and processing for a fee. During fiscal year 2000, HPESI's sales of third-party gas constituted approximately 13% of the Registrant's consolidated revenues. HPESI sells natural gas to markets in the Midwest and Rocky Mountain areas. HPESI's term gas sales contracts are for varied periods ranging from three months to seven years. However, recent contracts have tended toward shorter terms. The remainder of HPESI's gas is sold under spot market contracts having a duration of 30 days or less. For fiscal 2000, HPESI's term gas sales contracts provided for the sale of approximately 27 BCF of gas at prices which were indexed to market prices. For fiscal 2001, HPESI currently has approximately 15 BCF contracted at prices which are indexed to market prices. The balance of HPESI's gas is selling at spot prices or is not yet contracted. HPESI presently intends to fulfill such term sales contracts with a portion of the gas reserves purchased from the Registrant as well as from its purchases of third-party gas. See pages I-13 through I-20 regarding the market, competition, and regulation of natural gas. REAL ESTATE OPERATIONS The Registrant's real estate operations are conducted exclusively within the metropolitan area of Tulsa, Oklahoma. Its major holding is Utica Square Shopping Center, consisting of fifteen separate buildings, with parking and other common facilities covering an area of approximately 30 acres. Fourteen of these buildings provide approximately 405,709 square feet of net leasable retail sales and storage space (98% of which is currently leased) and approximately 18,590 square feet of net I-21 24 leasable general office space (99% of which is currently leased). Approximately 24% of the general office space is occupied by the Registrant's real estate operations. The fifteenth building is an eight-story medical office building which provides approximately 76,379 square feet of net leasable medical office space (50% of which is currently leased). Due to increased operating costs and related business considerations, the Registrant intends to close the Medical Building in January 2002. All tenant leases in the Medical Building shall have expired prior to such date. The Registrant has not decided as to the future use of the area upon which the Medical Building is located. The Registrant has a two-level parking garage located in the southwest corner of Utica Square that can accommodate approximately 250 cars. Registrant has completed a three-phase renovation for three major existing tenants in Utica Square Shopping Center. At the end of the 2000 fiscal year the Registrant 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. One condominium unit was sold during fiscal 2000. Ten of the Registrant's units are currently leased. The Registrant owns an eight-story office building located diagonally across the street from Utica Square Shopping Center, containing approximately 87,000 square feet of net leasable general office and retail space. This building houses the Registrant's principal executive offices. Approximately 11% of this building was leased to third parties during fiscal 2000. Registrant leases approximately 29,000 square feet of office space in Tulsa for Registrant's oil and gas division. The Registrant is also engaged in the business of leasing 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 I-22 25 highways. Present occupancy is 100%. The Registrant also owns approximately 1.5 acres of undeveloped land lying adjacent to such warehouses. Registrant owns approximately 253.5 acres in Southpark consisting of approximately 240.5 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. Occupancy has increased from 96% to 100%. The Registrant believes that a high quality office park, with peripheral commercial, office/warehouse, and hotel sites, is the best development use for the remaining land. However, no development plans are currently pending. Registrant is a party to a condemnation proceeding initiated during fiscal 2000 by the Oklahoma Department of Transportation which seeks to purchase approximately 15.14 acres of undeveloped real property adjacent to a major expressway in Southpark. The parties are presently litigating the fair market value of such tract. It is expected that this matter will be concluded during calendar 2001. The Registrant also owns a five-building complex called Tandem Business Park. The project 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 increased from 96% to 100% during fiscal 2000. The Registrant also owns a twelve-building complex, consisting of approximately 204,600 square feet of office/warehouse space, called Tulsa Business Park. The project is located south of the Space Center facility, separated by a city street, and contains approximately 12 acres. During fiscal 2000, occupancy has decreased from 96% to 93%. However, on November 1, 2000, Registrant added a new tenant and increased total occupancy to 94%. I-23 26 The Registrant also 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 located on approximately 2.5 acres. During fiscal 2000, occupancy has decreased from 100% to 94%. The second, called Maxim Place, consists of one office/warehouse building containing approximately 33,750 square feet and located on approximately 2.25 acres. During fiscal 2000, occupancy has remained at 100%. Registrant believes that the recent increase in demand for multi-tenant warehouse space in the Tulsa market will continue. Registrant is unable to determine how long this increase in demand will continue. Competition The Registrant 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. Registrant's 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 Registrant and have more contemporary facilities. FINANCIAL Information relating to Revenue and Operating Profit by Business Segments may be found on pages 9 and 31 through 32 of the Registrant's Annual Report to Shareholders for fiscal 2000, which is incorporated herein by reference. EMPLOYEES The Registrant had 2,312 employees within the United States (9 of which were part-time employees) and 1,294 employees in international operations as of September 30, 2000. I-24 27 Item 2. PROPERTIES CONTRACT DRILLING The following table sets forth certain information concerning the Registrant's domestic drilling rigs as of September 30, 2000:
Rig Registrant's Optimum Working Present Designation Classification Depth in Feet Location ----------- -------------- --------------- --------------- 158 Medium Depth 10,000 Texas 110 Medium Depth 12,000 Texas 156 Medium Depth 12,000 Texas 159 Medium Depth 12,000 Texas 141 Medium Depth 14,000 Texas 142 Medium Depth 14,000 Texas 143 Medium Depth 14,000 Texas 145 Medium Depth 14,000 Texas 155 Medium Depth 14,000 Texas 96 Medium Depth 16,000 Oklahoma 118 Medium Depth 16,000 Texas 119 Medium Depth 16,000 Texas 120 Medium Depth 16,000 Texas 147 Medium Depth 16,000 Texas 154 Medium Depth 16,000 Texas 162 Medium Depth 16,000 Texas 164 Medium Depth 16,000 Texas 165 Medium Depth 16,000 Texas 166 Medium Depth 16,000 Texas 167 Medium Depth 16,000 Texas 168 Medium Depth 16,000 Texas 169 Medium Depth 16,000 Texas 108 Medium Depth 18,000 Gulf of Mexico 79 Deep 20,000 Louisiana 80 Deep 20,000 Texas 89 Deep 20,000 Texas 91 Deep 20,000 Gulf of Mexico 92 Deep 20,000 Oklahoma 94 Deep 20,000 Texas 98 Deep 20,000 Oklahoma 122 Deep 20,000 Louisiana 203 Deep 20,000 Gulf of Mexico 97 Deep 26,000 Texas 99 Deep 26,000 Texas
I-25 28
Rig Registrant's Optimum Working Present Designation Classification Depth in Feet Location ----------- -------------- --------------- --------------- 137 Deep 26,000 Texas 149 Deep 26,000 Texas 72 Very Deep 30,000 Alabama 73 Very Deep 30,000 Texas 100 Very Deep 30,000 Gulf of Mexico 105 Very Deep 30,000 Gulf of Mexico 106 Very Deep 30,000 Gulf of Mexico 107 Very Deep 30,000 Gulf of Mexico 157 Very Deep 30,000 Texas 161 Very Deep 30,000 Texas 163 Very Deep 30,000 Louisiana 201 Very Deep 30,000 Gulf of Mexico 202 Very Deep 30,000 Gulf of Mexico 204 Very Deep 30,000 Gulf of Mexico
The following table sets forth information with respect to the utilization of the Registrant's domestic drilling rigs for the periods indicated:
Years ended September 30, ---------------------------------------- 1996 1997 1998 1999 2000 ---- ---- ---- ---- ---- Number of rigs owned at end of period 41 38 46 50 48 Average rig utilization rate during period (1) 82% 88% 95% 75% 87%
(1) A rig is considered to be utilized when it is operated or being moved, assembled, or dismantled under contract. The following table sets forth certain information concerning the Registrant's international drilling rigs as of September 30, 2000:
Rig Registrant's Optimum Working Present Designation Classification Depth in Feet Location ----------- ----------------------- --------------- ---------- 14 Workover/drilling 6,000 Venezuela 19 Workover/drilling 6,000 Venezuela 20 Workover/drilling 6,000 Venezuela 140 Medium Depth 10,000 Venezuela 171 Medium Depth 16,000 Bolivia 172 Medium Depth 16,000 Bolivia 22 Medium Depth (Heli Rig) 18,000 Ecuador
I-26 29
Rig Registrant's Optimum Working Present Designation Classification Depth in Feet Location ----------- ----------------------- --------------- ---------- 23 Medium Depth (Heli Rig) 18,000 Ecuador 132 Medium Depth 18,000 Ecuador 176 Medium Depth 18,000 Ecuador 121 Deep 20,000 Ecuador 173 Deep 20,000 Bolivia 45 Deep 26,000 Venezuela 82 Deep 26,000 Venezuela 83 Deep 26,000 Venezuela 117 Deep 26,000 Venezuela 123 Deep 26,000 Bolivia 138 Deep 26,000 Ecuador 148 Deep 26,000 Venezuela 160 Deep 26,000 Venezuela 170 Deep (Heli Rig) 26,000 Texas 113 Very Deep 30,000 Venezuela 115 Very Deep 30,000 Venezuela 116 Very Deep 30,000 Venezuela 125 Very Deep 30,000 Colombia 127 Very Deep 30,000 Venezuela 128 Very Deep 30,000 Venezuela 129 Very Deep 30,000 Venezuela 133 Very Deep 30,000 Colombia 134 Very Deep 30,000 Colombia 135 Very Deep 30,000 Colombia 136 Very Deep 30,000 Colombia 150 Very Deep 30,000 Venezuela 151 Very Deep 30,000 Bolivia 152 Very Deep 30,000 Colombia 153 Very Deep 30,000 Argentina 174 Very Deep 30,000 Argentina 175 Very Deep 30,000 Bolivia 177 Very Deep 30,000 Argentina 139 Super Deep 30,000+ Colombia
I-27 30 The following table sets forth information with respect to the utilization of the Registrant's international drilling rigs for the periods indicated:
Years ended September 30, ---------------------------------------- 1996 1997 1998 1999 2000 ---- ---- ---- ---- ---- Number of rigs owned at end of period 36 39 44 39 40 Average rig utilization rate during period (1) 85% 91% 88% 53% 47%
(1) A rig is considered to be utilized when it is operated or being moved, assembled, or dismantled under contract. OIL AND GAS DIVISION All of the Registrant's oil and gas operations and holdings are located within the continental United States. Crude Oil Sales The Registrant's net sales of crude oil and condensate for the fiscal years 1998 through 2000 are shown below:
Average Sales Average Lifting Year Net Barrels Price per Barrel Cost per Barrel ---- ----------- ---------------- --------------- 1998 701,180 $14.74 $7.40 1999 649,370 $14.60 $7.02 2000 880,304 $27.95 $6.06
Natural Gas Sales The Registrant's net sales of natural and casinghead gas for the three fiscal years 1998 through 2000 are as follows:
Average Sales Average Lifting Year Net MCF Price per MCF Cost per MCF ---- ---------- ------------- -------------- 1998 42,862,300 $2.04 $0.3110 1999 44,240,332 $1.83 $0.3300 2000 46,922,752 $2.79 $0.3704
I-28 31 Following is a summary of the net wells drilled by the Registrant for the fiscal years ended September 30, 1998, 1999, and 2000:
Exploratory Wells Development Wells ------------------------- -------------------------- 1998 1999 2000 1998 1999 2000 ----- ----- ------ ------ ------ ------ Productive 1.910 2.917 9.735 29.614 13.846 23.862 Dry 2.900 2.615 5.7017 1.310 4.502 3.403
On September 30, 2000, the Registrant was in the process of drilling or completing nine gross or 6.237 net wells. Acreage Holdings The Registrant's holdings of acreage under oil and gas leases, as of September 30, 2000, were as follows:
Developed Acreage Undeveloped Acreage --------------------------- --------------------------- Gross Net Gross Net ---------- ---------- ---------- ---------- Arkansas 3,068.23 1,725.11 -0- -0- Colorado -0- -0- 320.00 160.00 Kansas 125,599.29 86,931.89 11,497.94 9,936.14 Louisiana 3,414.79 1,525.59 12,560.16 4,966.79 Michigan -0- -0- 13,518.76 13,135.42 Montana 1,997.19 392.99 2,708.95 969.73 Nebraska 480.00 168.00 -0- -0- Nevada -0- -0- 4,864.04 4,864.04 New Mexico 760.00 96.63 121.88 40.22 North Dakota 200.00 11.52 -0- -0- Oklahoma 125,158.99 50,675.44 8,178.63 4,804.15 Texas 89,290.15 42,949.27 184,108.75 76,230.86 Wyoming -0- -0- 40.00 105.59 ---------- ---------- ---------- ---------- Total 349,968.64 184,476.44 238,319.11 115,212.94
Acreage is held under leases which expire in the absence of production at the end of a prescribed primary term, and is, therefore, subject to fluctuation from year to year as new leases are acquired, old leases expire, and other leases are allowed to terminate by failure to pay annual delay I-29 32 rentals. As shown in the above table, the Registrant has a significant portion of its undeveloped acreage in Texas, with eight major prospects accounting for 63,191 net acres. The average minimum remaining term of leases in these eight prospects is approximately 23 months. Productive Wells The Registrant's total gross and net productive wells as of September 30, 2000, were as follows:
Oil Wells Gas Wells ------------------ ------------------- Gross Net Gross Net ----- ---- ----- --- 3,415 163 956 453
Additional information required by this item with respect to the Registrant's oil and gas operations may be found on pages I-11 through I-21 of Item 1. BUSINESS, and pages 23 through 34 of the Registrant's Annual Report to Shareholders for fiscal 2000, "Notes to Consolidated Financial Statements" and "Note 14 Supplementary Financial Information for Oil and Gas Producing Activities." Estimates of oil and gas reserves, future net revenues, and present value of future net revenues were prepared by Netherland, Sewell & Associates, Inc., 4950 Three Allen Center, 333 Clay Street, Houston, Texas 77002. Total oil and gas reserve estimates do not differ by more than 5% from the total reserve estimates filed with any other federal authority or agency. REAL ESTATE OPERATIONS See Item 1. BUSINESS, pages I-21 through I-24. I-30 33 STOCK As of December 15, 2000: The Registrant owned 312,546 shares of the common stock of SUNOCO, Inc. and 184,500 shares of Kerr McGee Corporation which the Registrant received in a stock merger for Registrant's 500,000 shares of Oryx Energy Company, Inc. The Registrant owned 3,000,000 shares of the common stock of Atwood Oceanics, Inc., a Houston, Texas based company engaged in offshore contract drilling. The Registrant owns approximately 22% of Atwood. The Registrant owned 1,480,000 shares of the common stock of Schlumberger, Ltd. The Registrant owned 240,000 shares of the common stock of Phillips Petroleum Company, Inc. The Registrant owned 1,000,000 shares of the common stock of Occidental Petroleum Corporation, Inc. The Registrant owned 175,000 shares of the common stock of Banc One Corporation. The Registrant owned 225,000 shares of the common stock of ONEOK Inc. The Registrant owned 286,528 shares of the common stock of Transocean Sedco Forex, Inc., which it received in a merger between Transocean Offshore and the contract drilling division of Schlumberger. The Registrant owned 84,175 shares of the common stock of Protein Design Labs, Inc. The Registrant also owned lesser holdings in several other publicly traded corporations. I-31 34 Item 3. LEGAL PROCEEDINGS There are no material legal proceedings pending against the Registrant. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth the names and ages of the Registrant's executive officers, together with all positions and offices held with the Registrant 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, 77 Director since 1949; Chairman of the Board Chairman of the Board since 1960 Hans Helmerich, 42 Director since 1987; President and Chief President Executive Officer since 1989 George S. Dotson, 59 Director since 1990; Vice President, Vice President Drilling since 1977 and President and Chief Operating Officer of Helmerich & Payne International Drilling Co. since 1977 Douglas E. Fears, 51 Vice President, Finance, since 1988 Vice President Steven R. Mackey, 49 Secretary since 1990; Vice President and Vice President and General Counsel since 1988 Secretary Steven R. Shaw, 49 Vice President, Production, since 1985; Vice President Vice President, Exploration and Production since 1996 Gordon K. Helm, 47 Chief Accounting Officer of the Registrant; Controller Controller since December 10, 1993 I-32 35 PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The principal market on which the Registrant's common stock is traded is the New York Stock Exchange. 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:
1999 2000 ----------------- ----------------- Quarter High Low High Low ------- ----- ----- ----- ----- First 24.50 16.75 27.44 19.13 Second 23.94 16.06 31.00 20.00 Third 26.75 20.38 37.75 29.06 Fourth 30.19 23.00 38.31 30.06
The Registrant paid quarterly cash dividends during the past two years as shown in the following table:
Paid per Share Total Payment ------------------- ---------------------------- Fiscal Fiscal ------------------- ---------------------------- Quarter 1999 2000 1999 2000 ------- ------ ------ ---------- ----------- First $0.070 $0.070 $3,457,626 $3,474,612 Second 0.070 0.070 3,459,168 3,475,623 Third 0.070 0.070 3,464,109 3,484,189 Fourth 0.070 0.075 3,468,377 3,740,863
The Registrant paid a cash dividend of $0.075 per share on December 1, 2000, to shareholders of record on November 15, 2000. Payment of future dividends will depend on earnings and other factors. As of December 15, 2000, there were 1,170 record holders of the Registrant's common stock as listed by the transfer agent's records. II-1 36 Item 6. SELECTED FINANCIAL DATA The Five-year Summary of Selected Financial Data described below excludes results of Natural Gas Odorizing, Inc. ("NGO") operations. Registrant, on August 30, 1996, sold its wholly-owned subsidiary, NGO, to Occidental Petroleum Corporation.
Five-year Summary of Selected Financial Data ----------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 ------------ ------------- ---------- ---------- ---------- (in thousands) Sales, operating, Sand other revenues $ 393,255 $ 517,859 $ 636,640 $ 564,319 $ 631,095 Income from con- tinuing operations 45,426 84,186 101,154 42,788 82,300 Income from continuing operations per common share: Basic 0.92 1.69 2.03 0.87 1.66 Diluted 0.91 1.67 2.00 0.86 1.64 Total assets 821,914 1,033,595 1,090,430 1,109,699 1,259,492 Long-term debt -0- -0- 50,000 50,000 50,000 Cash dividends declared per common share 0.255 0.26 0.275 0.28 0.285
II-2 37 The following Five-year Summary of Selected Financial Data includes only the results of NGO operations. Five-year Summary of Selected Financial Data for NGO ----------------------------------------------------
1996 1997 1998 1999 2000 ---------- ---- ---- ---- ---- (in thousands) Sales, operating, and other revenues $ 19,540 $ -0- $ -0- $ -0- $ -0- Income from discontinued operations 3,090 -0- -0- -0- -0- Income from discontinued operations per common share: Basic 0.06 -0- -0- -0- -0- Diluted 0.06 -0- -0- -0- -0-
Item 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Information required by this item may be found on pages 10 through 17, Management's Discussion & Analysis of Results of Operations and Financial Condition, in the Registrant's Annual Report to Shareholders for fiscal 2000, which is incorporated herein by reference. II-3 38 Item 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by this item may be found on the following pages of Management's Discussion & Analysis of Results of Operations and Financial Condition, in the Registrant's Annual Report to Shareholders for fiscal 2000, which is incorporated herein by reference:
Market Risk Page ----------- ---- o Foreign Currency Exchange Rate Risk 13, 23 o Commodity Price Risk 14-15, 30 o Interest Rate Risk 16-17, 24 o Equity Price Risk 17, 23
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Information required by this item may be found on pages 18 through 34 in the Registrant's Annual Report to Shareholders for fiscal 2000, which is incorporated herein by reference. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. II-4 39 PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information required under this item with respect to Directors and with respect to any delinquent filers pursuant to Item 405 of Regulation S-K is incorporated by reference from the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 7, 2001, to be filed with the Commission not later than 120 days after September 30, 2000. See page I-32 for information covering the Registrant's Executive Officers. Item 11. EXECUTIVE COMPENSATION This information is incorporated by reference from the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 7, 2001, to be filed with the Commission not later than 120 days after September 30, 2000. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT This information is incorporated by reference from the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 7, 2001, to be filed with the Commission not later than 120 days after September 30, 2000. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS This information is incorporated by reference from the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 7, 2001, to be filed with the Commission not later than 120 days after September 30, 2000. III-1 40 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Document List 1. The financial statements called for by Item 8 are incorporated herein by reference from the Registrant's Annual Report to Shareholders for fiscal 2000. 2. Exhibits required by Item 601 of Regulation S-K: Exhibit Number:
3.1 Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of the Registrant are incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. 3.2 By-Laws of the Registrant are incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. 4.1 Rights Agreement dated as of January 8, 1996, between the Registrant and The Liberty National Bank and Trust Company of Oklahoma City, N.A. is incorporated herein by reference to the Registrant's Form 8-A, dated January 17, 1996. * 10.1 Consulting Services Agreement between W. H. Helmerich, III, and the Registrant effective January 1, 1990, as amended is incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. * 10.2 Supplemental Retirement Income Plan for Salaried Employees of Helmerich & Payne, Inc. is incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. * 10.3 Helmerich & Payne, Inc. 1990 Stock Option Plan is incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996.
- ----------------------- * Compensatory Plan or Arrangement. IV-1 41
* 10.4 Form of Nonqualified Stock Option Agreement for the 1990 Stock Option Plan is incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement No. 33-55239 on Form S-8, dated August 24, 1994. * 10.5 Supplemental Savings Plan for Salaried Employees of Helmerich and Payne, Inc. is incorporated herein by reference from Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1999. * 10.6 Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated herein by reference to Registrant's Registration Statement No. 333-34939 on Form S-8 dated September 4, 1997. * 10.7 Form of Nonqualified Stock Option Agreement for Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated by reference to Exhibit 99.2 to Registrant's Registration Statement on Form S-8 dated September 4, 1997. * 10.8 Form of Restricted Stock Agreement for Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated by reference from Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1997. * 10.9 Helmerich & Payne, Inc. Non-Employee Directors Stock Compensation Plan is hereby incorporated by reference to Exhibit "B" of Registrant's Proxy Statement dated January 27, 1997. 13. The Registrant's Annual Report to Shareholders for fiscal 2000. 22. Subsidiaries of the Registrant. 23.1 Consent of Independent Auditors. 27. Financial Data Schedule.
(b) Report on Form 8-K None. - ----------------------- * Compensatory Plan or Arrangement. IV-2 42 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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: HELMERICH & PAYNE, INC. By /s/ HANS HELMERICH -------------------------- Hans Helmerich, President (Chief Executive Officer) Date: December 28, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: By /s/ WILLIAM L. ARMSTRONG By /s/ GLENN A. COX --------------------------------- --------------------------------- William L. Armstrong, Director Glenn A. Cox, Director Date: December 28, 2000 Date: December 28, 2000 By /s/ GEORGE S. DOTSON By /s/ HANS HELMERICH --------------------------------- --------------------------------- George S. Dotson, Director Hans Helmerich, Director and CEO Date: December 28, 2000 Date: December 28, 2000 By /s/ W. H. HELMERICH, III By /s/ L. F. ROONEY, III --------------------------------- --------------------------------- W. H. Helmerich, III, Director L. F. Rooney, III, Director Date: December 28, 2000 Date: December 28, 2000 By /s/ EDWARD B. RUST, JR. By /s/ GEORGE A. SCHAEFER --------------------------------- --------------------------------- Edward B. Rust, Jr., Director George A. Schaefer, Director Date: December 28, 2000 Date: December 28, 2000 By /s/ JOHN D. ZEGLIS By /s/ DOUGLAS E. FEARS --------------------------------- --------------------------------- John D. Zeglis, Director Douglas E. Fears Date: December 28, 2000 (Principal Financial Officer) Date: December 28, 2000 By /s/ GORDON K. HELM --------------------------------- Gordon K. Helm, Controller (Principal Accounting Officer) Date: December 28, 2000
43 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of the Registrant are incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. 3.2 By-Laws of the Registrant are incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. 4.1 Rights Agreement dated as of January 8, 1996, between the Registrant and The Liberty National Bank and Trust Company of Oklahoma City, N.A. is incorporated herein by reference to the Registrant's Form 8-A, dated January 17, 1996. * 10.1 Consulting Services Agreement between W. H. Helmerich, III, and the Registrant effective January 1, 1990, as amended is incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. * 10.2 Supplemental Retirement Income Plan for Salaried Employees of Helmerich & Payne, Inc. is incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996. * 10.3 Helmerich & Payne, Inc. 1990 Stock Option Plan is incorporated herein by reference to Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1996.
- -------------------- * Compensatory Plan or Arrangement. 44
EXHIBIT NUMBER DESCRIPTION ------- ----------- * 10.4 Form of Nonqualified Stock Option Agreement for the 1990 Stock Option Plan is incorporated by reference to Exhibit 99.2 to the Registrant's Registration Statement No. 33-55239 on Form S-8, dated August 24, 1994. * 10.5 Supplemental Savings Plan for Salaried Employees of Helmerich and Payne, Inc. is incorporated herein by reference from Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1999. * 10.6 Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated herein by reference to Registrant's Registration Statement No. 333-34939 on Form S-8 dated September 4, 1997. * 10.7 Form of Nonqualified Stock Option Agreement for Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated by reference to Exhibit 99.2 to Registrant's Registration Statement on Form S-8 dated September 4, 1997. * 10.8 Form of Restricted Stock Agreement for Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated by reference from Registrant's Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal 1997. * 10.9 Helmerich & Payne, Inc. Non-Employee Directors Stock Compensation Plan is hereby incorporated by reference to Exhibit "B" of Registrant's Proxy Statement dated January 27, 1997. 13. The Registrant's Annual Report to Shareholders for fiscal 2000. 22. Subsidiaries of the Registrant. 23.1 Consent of Independent Auditors. 27. Financial Data Schedule.
- -------------------- * Compensatory Plan or Arrangement. EX-13 2 d82779ex13.txt ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL 2000 1 EXHIBIT 13 HELMERICH & PAYNE, INC. ANNUAL REPORT FOR 2000 REVENUE BREAKDOWN FOR 2000 [PIE CHART] CONTRACT DRILLING International 22% Domestic 34% OIL AND GAS Exploration & Production 25% Natural Gas Marketing 13% Real Estate 1% Investments and Other Income 5%
FINANCIAL HIGHLIGHTS
Years Ended September 30, 2000 1999 ----------------- ----------------- Revenues $ 631,095,000 $ 564,319,000 Net Income $ 82,300,000 $ 42,788,000 Diluted Earnings Per Share $ 1.64 $ .86 Dividends Paid Per Share $ .285 $ .28 Capital Expenditures $ 131,932,000 $ 122,951,000 Total Assets $ 1,259,492,000 $ 1,109,699,000
2 PRESIDENT'S LETTER To the Co-owners of Helmerich & Payne, Inc. Listening to Al Gore's concession speech tonight, after a remarkable thirty-six days of post election rancor, left mixed emotions. On the positive side, tanks in the streets were never even a consideration. As Vice President Gore eloquently stated, "Ours is a nation not under man, but under God and law." Our great democracy was tested and prevailed once again. At the same time, it is discouraging to see the level of political discourse deteriorate to such lows. Congressman Tom DeLay's charge of Al Gore trying to "steal the election" or Jesse Jackson's claim that George W. Bush had won using "Nazi tactics" is why both the victor and the vanquished called for a spirit of reconciliation. What are the prospects for progress on important policy matters? Sizing up the challenges facing the new President, one political analyst predicted he would spend the next four years appeasing his enemies and betraying his friends. Let's hope not. Constructive debate is one thing and following a zero-sum approach that in the end hurts every American is something altogether different. Stalemate is not a luxury available to us. Take energy policy as an example. The new administration inherits an energy quagmire: Oil and gas prices setting ten year highs, the reemergence of a stronger, more cohesive OPEC, and a precarious balance between tight supplies and increasing demand. This situation underscores the absence of any thought-out national energy policy. We are left with political jockeying and farce, illustrated by a year of pitiful pleading with OPEC for more 2 3 production and the pre-election "emergency" release of thirty million barrels of oil from the strategic oil reserve. For years, the industry has faced a punitive regulatory and tax structure, been blocked from constructing new refinery capacity, and had the most promising domestic exploratory areas for new supply locked away. Progress should be met by the highest standards of environmental sensitivity and worker safety. It should not be sacrificed on the altar of partisan politics. George W. Bush set the right tone tonight from the Texas Capitol, "I know America wants reconciliation and unity. I know Americans want progress. And we must seize this moment and deliver. Together, guided by a spirit of common sense, common courtesy and common goals, we can unite and inspire the American citizens." We should all wish him Godspeed. This year marks the fiftieth year of my father's service as a Director to the Company. His wisdom, energy, and intuitive understanding of the industry will continue to serve our Co-owners well in the years ahead. I consider it an honor to have worked with him for twenty years. Sincerely, /s/ HANS HELMERICH Hans Helmerich December 13, 2000 President 3 4 DRILLING HELMERICH & PAYNE INTERNATIONAL DRILLING CO. SUMMARY Helmerich & Payne International Drilling Co. owns 38 land rigs and ten offshore platform rigs in the United States, and 40 land rigs located in the countries of Venezuela (18), Colombia (7), Ecuador (6), Bolivia (6), and Argentina (3). The Company also has four management contracts, three for platform rigs operating offshore California and one for a platform rig operating offshore Equatorial Guinea, West Africa. Additionally, the Company owns a 50 percent interest in an offshore platform rig that is currently stacked in Australia. Significant increases in the prices of crude oil and natural gas produced a positive, but measured, response in terms of drilling activity during the year. Led by activity increases in the U.S., the industry worldwide rig count rose by one-third over the prior year. In contrast, the Company's key South American markets did not respond to the improved commodity prices. Total contract drilling revenues and operating profit declined in 2000 by 11 and 24 percent, respectively, primarily due to continued weakness in international markets. FIVE-YEAR OPERATING SUMMARY
2000 1999 1998 1997 1996 --------- --------- --------- --------- --------- UNITED STATES Revenues ............. $ 214,531 $ 213,647 $ 177,059 $ 140,294 $ 108,336 EBITDA ............... $ 71,163 $ 61,498 $ 60,053 $ 44,066 $ 24,409 Operating Profit ..... $ 35,808 $ 30,154 $ 35,817 $ 24,437 $ 10,066 Activity Days ........ 15,083 12,509 14,237 12,872 11,660 Rig Utilization ...... 87% 75% 95% 88% 82% INTERNATIONAL Revenues ............. $ 136,549 $ 182,987 $ 253,072 $ 176,651 $ 135,695 EBITDA ............... $ 47,853 $ 66,075 $ 82,650 $ 69,621 $ 53,603 Operating Profit ..... $ 9,753 $ 29,845 $ 50,834 $ 43,118 $ 31,176 Activity Days ........ 7,067 8,442 12,832 12,253 11,215 Rig Utilization ...... 47% 53% 88% 91% 85%
4 5 INTERNATIONAL OPERATIONS Revenues and earnings before interest, taxes, depreciation, and amortization (EBITDA) fell 25 and 28 percent, respectively, in 2000 and rig utilization declined to an average of 47 percent, compared with 53 percent in 1999. The majority of these declines came in the Company's largest international markets of Venezuela and Colombia. At year-end only seven rigs were under contract in Venezuela, but there are encouraging signs that more activity is on the horizon in 2001. In anticipation of this, the Company is adding three new top drive systems to the four already working in Venezuela. Operations in Colombia also experienced a decline in activity in 2000, and at year-end, four out of seven rigs were working in that country. The Company moved three rigs from Colombia for new contracts in Argentina, Bolivia, and Ecuador during 2000, and after the close of the year, a fourth rig returned for work in the U.S. market. Operations in Ecuador increased from four to six rigs in 2000, and after the close of the year the Company was moving an additional rig to Ecuador from Venezuela. The Company also began work during the second quarter of 2000 under a management contract on Exxon-Mobil's Jade platform located offshore Equatorial Guinea, West Africa. UNITED STATES OPERATIONS Land rig utilization averaged 85 percent in 2000, compared with 69 percent in 1999. The Company kept an average of 32 land rigs working throughout 2000, seven more than in 1999. Gross daywork revenues and EBITDA increased 45 and 113 percent, respectively, over the prior year. In March, the Company announced that it had placed a firm order for 12 highly mobile land rigs utilizing the same FlexRig(TM) design as the six rigs (TM)FlexRig is a trademark of Helmerich & Payne International Drilling Co. 5 6 constructed by the Company in 1998. The FlexRig's depth versatility of 8,000 to 18,000 feet, faster mobilization times, and state of the art technology, all combine to increase drilling efficiency. The first rig out of the new order should be ready by January 2001, with the remaining 11 scheduled two per quarter thereafter. Two of the new FlexRigs will be working as part of a three-year, five-rig contract in Wyoming that is scheduled to begin early in 2001. Offshore platform rig utilization remained high throughout the year, averaging 94 percent, compared with 95 percent in 1999. Domestic offshore platform revenues and EBITDA increased six and eight percent, respectively, in 2000 over the prior year. The Company began an upgrade of rig 107 late in the year, which should enable that rig to return to the market by the second quarter of 2001. Additionally, tension-leg platform (TLP) rig 202 is earning a standby rate until April 2001, when it is scheduled to begin working on Shell's new TLP, Brutus. OUTLOOK Consolidations among active drilling customers, as well as the collective memory of the volatile downturn experienced by the industry two years ago, tempered the significant new exploration investment expected at the recent higher commodity price levels. Yet demand is growing and, once again, the Company and the industry are faced with the challenge of attracting, training, and retaining qualified employees. Helmerich & Payne International Drilling Co. has been successful in maintaining very low turnover among its skilled positions and this experience at the rig level will enhance the Company's objective of delivering reliable, incident-free operations in the field. In addition to experienced and competent personnel, the Company is a leader in designing, engineering, and constructing the newest and most modern rigs available in the market. 6 7 EXPLORATION & PRODUCTION HELMERICH & PAYNE, INC. SUMMARY Helmerich & Payne, Inc. explores for and produces oil and natural gas primarily in the states of Oklahoma, Kansas, Texas, and Louisiana. The Company also markets natural gas through its wholly-owned subsidiary, Helmerich & Payne Energy Services, Inc. In 2000, the Company produced approximately 880,000 barrels of oil and 47 billion cubic feet (Bcf) of natural gas, increases of 36 and six percent, respectively, over the previous year. The Company finished the year with proved reserves of 6.3 million barrels of oil and 262 Bcf of natural gas, compared with 4.8 million barrels and 240 Bcf in 1999. The Company received an average price of $27.95 per barrel for oil and $2.79 per thousand cubic feet (Mcf) for natural gas in 2000, compared with $14.60 and $1.83 in 1999. Higher production and commodity prices propelled a 64 percent increase in exploration and production revenues in 2000, and a record $66.6 million in operating profit. Helmerich and Payne Energy Services, Inc. also reported record results in 2000, with revenues and operating profit increases of 46 and 19 percent, respectively. EXPLORATION ACTIVITIES In 2000, the Company participated in 81(42.7 net) wells, of which 65 (33.6 net) were productive and 16 (9.1 net) were dry holes. Over one-third of the Company's net wells were exploration risks in 2000, more than double the annual average number of net exploratory wells drilled over the previous five-year period. A focal area this year was Jefferson County, Texas, where the Company has experienced an overall 71 percent success rate utilizing 3D seismic. There remain several additional exploration opportunities in this area, which should be drilled during 2001. 7 8 The Company also succeeded in two out of three wells drilled in Reeves County, Texas, during the year, which were producing at a combined gross rate of 9,000 Mcf per day at year-end. FIVE-YEAR OPERATING SUMMARY
2000 1999 1998 1997 1996 ------------ ------------ ------------ ------------ ------------ Revenues ............................ $ 157,583 $ 95,953 $ 98,696 $ 111,512 $ 76,643 Operating Profit .................... $ 66,604 $ 11,245 $ 28,088 $ 55,191 $ 26,333 Average Oil Price per barrel ........ $ 27.95 $ 14.60 $ 14.74 $ 20.77 $ 19.00 Oil Production (barrels) ............ 880,304 649,370 701,180 985,633 809,571 Proved Oil Reserves (barrels) ....... 6,305,137 4,833,898 4,761,313 5,805,386 6,468,116 Average Natural Gas Prices per Mcf .. $ 2.79 $ 1.83 $ 2.04 $ 2.24 $ 1.75 Natural Gas Production (Mcf) ........ 46,922,752 44,240,332 42,862,300 40,463,374 34,535,184 Proved Natural Gas Reserves (Bcf) ... 262.5 239.6 251.6 263.2 272.3 Gross Wells Completed ............... 81.0 49.0 62.0 100.0 63.0 Net Wells Completed ................. 42.7 23.9 35.7 49.3 35.3 Net Dry Holes ....................... 9.1 7.1 4.2 9.6 7.3
OUTLOOK Five years ago, the Company embarked on a plan to improve exploration success by increasing both the quantity and quality of its exploration professionals and by organizing in geographically-focused teams. In 2000, the Company recorded an $.87 per Mcf equivalent finding cost, as well as a 12 percent growth in proved reserves. With this improved performance, the Company is poised to grow internally with a number of quality exploration prospects, and has also begun to review other means of enhancing growth. Toward that end, the Company retained the investment banking firm of Petrie Parkman & Co. this year to assist in identifying and developing strategic alternatives for the Oil and Gas Division. 8 9 REVENUES AND OPERATING PROFIT BY BUSINESS SEGMENTS HELMERICH & PAYNE, INC.
Years Ended September 30, 2000 1999 1998 --------- --------- --------- (in thousands) SALES AND OTHER REVENUES: Contract Drilling - Domestic ......... $ 214,531 $ 213,647 $ 177,059 Contract Drilling - International .... 136,549 182,987 253,072 --------- --------- --------- Total Contract Drilling ........... 351,080 396,634 430,131 --------- --------- --------- Exploration and Production ........... 157,583 95,953 98,696 Natural Gas Marketing ................ 80,907 55,259 53,499 --------- --------- --------- Total Oil and Gas Operations ...... 238,490 151,212 152,195 --------- --------- --------- Real Estate .......................... 8,999 8,671 8,922 Other ................................ 32,526 7,802 45,392 --------- --------- --------- Total Revenues ............................ $ 631,095 $ 564,319 $ 636,640 ========= ========= ========= OPERATING PROFIT: Contract Drilling - Domestic ......... $ 35,808 $ 30,154 $ 35,817 Contract Drilling - International .... 9,753 29,845 50,834 --------- --------- --------- Total Contract Drilling ........... 45,561 59,999 86,651 --------- --------- --------- Exploration and Production ........... 66,604 11,245 28,088 Natural Gas Marketing ................ 5,271 4,418 2,418 --------- --------- --------- Total Oil and Gas Operations ...... 71,875 15,663 30,506 --------- --------- --------- Real Estate .......................... 5,346 5,338 5,371 --------- --------- --------- Total Operating Profit ............ 122,782 81,000 122,528 --------- --------- --------- OTHER: Income from investments .............. 31,973 7,757 44,603 General and administrative expense ... (11,578) (14,198) (11,762) Interest expense ..................... (3,076) (6,481) (942) Corporate depreciation ............... (2,152) (1,565) (1,280) Other corporate expense .............. (1,186) (1,575) (927) --------- --------- --------- Total Other ....................... 13,981 (16,062) 29,692 --------- --------- --------- INCOME BEFORE INCOME TAXES AND EQUITY IN INCOME OF AFFILIATE ........ $ 136,763 $ 64,938 $ 152,220 ========= ========= =========
Note: See Note 13 (pages 30, 31 and 32) for complete segment disclosure. 9 10 MANAGEMENT'S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION HELMERICH & PAYNE, INC. 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 Company's future operating results may be affected by various trends and factors, which are beyond the Company's 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, and uncertain business conditions that affect the Company's 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 Management's 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 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 All per share amounts included in the Results of Operations discussion are stated on a diluted basis. Helmerich & Payne, Inc.'s net income for 2000 was $82,300,000 ($1.64 per share), compared with net income of $42,788,000 ($0.86 per share) in 1999, and $101,154,000 ($2.00 per share) in 1998. Included in the Company's net income, but not related to its operations, were after-tax gains from the sale of investment securities of $8,152,000 ($0.16 per share) in 2000, $1,562,000 ($0.03 per share) in 1999, and $23,417,000 ($0.46 per share) in 1998. In addition to income from security sales, the Company also recorded net income during 2000 of $6,637,000 ($0.13 per share) from gains relating to non-monetary dividends received. Also 10 11 included is the Company's portion of income from its equity affiliate, Atwood Oceanics, Inc., which was $0.06 per share in 2000, $0.07 per share in 1999, and $0.11 per share in 1998. Net income also included non-cash charges of $2,502,000 ($0.05 per share) in 2000, $6,237,000 ($0.13 per share) in 1999, and $3,356,000 ($0.07 per share) in 1998 related to write-downs of producing properties as described in Note 1 of Notes to Consolidated Financial Statements. Consolidated revenues were $631,095,000 in 2000, $564,319,000 in 1999, and $636,640,000 in 1998. The 12 percent increase from 1999 to 2000 was due to higher oil and natural gas prices resulting in an increase of $87,278,000 in Oil and Gas Division revenues and increased investment revenues of $24,216,000. Partially offsetting these increases was a reduction of international contract drilling revenues of $46,438,000. The 11 percent decline from 1998 to 1999 was primarily due to the $70,085,000 reduction in international contract drilling revenues. An increase in domestic contract drilling revenues of $36,588,000 was offset by a decline in investment revenues of $36,846,000 during 1999. Revenues from investments were $31,973,000 in 2000, $7,757,000 in 1999, and $44,603,000 in 1998. Included in revenues from investments were pre-tax gains from the sale of investment securities of $13,295,000 in 2000, $2,547,000 in 1999, and $38,421,000 in 1998. Interest income from short-term investments increased in 2000 because the cash/cash equivalents were substantially higher in 2000 than in 1999 and 1998. Dividend income increased in 2000 due to $10,706,000 in non-monetary dividends received when three Company investees spun-off subsidiaries to their shareholders. Costs and expenses in 2000 were $494,332,000, 78 percent of revenues, compared with 88 percent in 1999, and 76 percent in 1998. Operating costs, as a percentage of operating revenues, were 53 percent in 2000, 60 percent in 1999, and 58 percent in 1998. Operating costs, as a percentage of operating revenues, declined from 1999 to 2000 primarily due to proportionately higher oil and gas revenues. Depreciation, depletion, and amortization (DD&A) expense increased by only 1.5 percent in 2000, but increased by approximately 24 percent from 1998 to 1999. The increases were affected by write-downs of producing properties of $4,036,000 in 2000, $10,059,000 in 1999, and $5,413,000 in 1998, which are included in DD&A. 11 12 General and administrative expenses decreased by 18 percent to $11,578,000 in 2000, compared with $14,198,000 in 1999, and $11,762,000 in 1998. Expenses were higher than normal in 1999 due to reduced allocations of charges to operations and to unusually high expenses relating to corporate aircraft maintenance. The Company completed all Year 2000 readiness and subsequently, experienced no significant problems or related expenses. Because of the impact of foreign taxes, income tax expense rose to 42 percent of pre-tax income in 2000, from 40 percent in 1999, and 37 percent in 1998. Interest expense decreased to $3,076,000 in 2000, from $6,481,000 in 1999. In 1998, interest expense was $942,000. Interest expense was a function of outstanding bank loans arising at the end of 1998 and into the first half of 1999 as the Company completed a substantial capital expenditure program and repurchased some of its stock during 1998. Debt reductions occurred in the last half of 1999 and early 2000. CONTRACT DRILLING DIVISION revenues, which include both domestic and international segment revenues, declined 11 percent to $351,080,000 during 2000, from $396,634,000 in 1999. Revenues for 1999 were down eight percent over the previous year. Division operating profit declined 24 percent to $45,561,000 during 2000, compared with a 31 percent decrease from 1998 to 1999. Domestic segment revenues were $214,531,000 in 2000, $213,647,000 in 1999, and $177,059,000 in 1998. Domestic segment operating profit was $35,808,000 in 2000, $30,154,000 in 1999, and $35,817,000 in 1998. Rig utilization for the U.S. land fleet was 85 percent in 2000, 69 percent in 1999, and 94 percent in 1998. Domestic platform rig utilization was 94 percent in 2000, 95 percent in 1999, and 99 percent in 1998. An increase in revenues from U.S. land operations in 2000 helped offset the reduction in Jade construction revenues recorded in 1999 (as described below), while offshore platform revenues were up slightly from the previous year. Higher revenues and profit margins from the U.S. land rig operation were the main reason for improved domestic operating profit for 2000. Domestic segment revenues increased from 1998 to 1999, primarily due to $40,790,000 of revenues from the Mobil Jade rig construction project and increased offshore platform rig revenues. Domestic operating profit in 1999 12 13 was down from 1998 because of lower land rig utilization and dayrates. However, operating profit for 1999 was bolstered by several non-recurring items such as income from the Jade construction project and from several capital reimbursements from operators for new rig equipment on existing rigs. International segment revenues fell 25 percent to $136,549,000 during 2000, from $182,987,000 in 1999. Revenues were $253,072,000 in 1998. Operating profit for the international segment declined to $9,753,000 in 2000, from $29,845,000 in 1999, and $50,834,000 in 1998. International rig utilization averaged 47 percent during 2000, 53 percent in 1999, and 88 percent in 1998. As crude oil prices declined during 1998, international activity and profitability began to decline during the second half of that year and into 1999. Activity continued to wane in 2000, particularly in Venezuela and Colombia. The Company expects activity to improve in Venezuela during 2001, but the timing and extent of improvements are uncertain. Activity in Colombia is not expected to improve during 2001. Therefore, the Company has redeployed to other locations four of the ten rigs previously located there. The Company has international operations in several South American countries. With the exception of Venezuela, the Company's exposure to currency valuation losses is immaterial due to the fact that virtually all billings and payments are in U.S. dollars. In Venezuela, approximately 60 percent of the Company's billings are in U.S. dollars and 40 percent are in bolivars, the local currency. As a result, the Company is exposed to risks of currency devaluation in Venezuela because of the bolivar denominated receivables. During 2000, the Company experienced a loss of $687,000 due to devaluation of the bolivar, compared with a $712,000 loss in 1999, and a $2,204,000 loss in 1998. The Company anticipates additional devaluation losses in Venezuela during 2001, but it is unable to predict the extent of either the devaluation, or its financial impact. Should Venezuela experience a 25 to 50 percent devaluation, Company losses could range from approximately $600,000 to $1,000,000. Using the same assumptions in 1999 resulted in the Company estimating foreign currency losses in Venezuela for 2000 ranging from $350,000 to $600,000. 13 14 During the latter part of calendar 2000, the Company commenced an economic evaluation of the useful lives of its drilling rigs. The evaluation is not yet complete, but if results indicate that the useful lives are longer than currently estimated, the Company's annual rig depreciation expense may be reduced beginning in fiscal 2001. OIL AND GAS DIVISION operating results include those from its Exploration and Production segment, as depicted in the following table. The Natural Gas Marketing segment will be discussed separately.
Exploration & Production 2000 1999 1998 - ------------------------ ----------- ----------- ----------- Revenues (in 000's) ...................... $ 157,583 $ 95,953 $ 98,696 Operating Profit (in 000's) .............. $ 66,604 $ 11,245 $ 28,088 Natural Gas Production (Mmcf per day) .... 128.2 121.2 117.4 Average Natural Gas Price (per Mcf) ...... $ 2.79 $ 1.83 $ 2.04 Crude Oil Production (barrels per day) ... 2,405 1,779 1,921 Average Crude Oil Price (per barrel) ..... $ 27.95 $ 14.60 $ 14.74
Exploration and Production segment revenues and operating profit increased significantly this year as average prices received for the Company's production rose dramatically. Average prices received for natural gas increased by 52 percent and average crude oil prices increased by 91 percent. Crude oil and natural gas production for the Company increased by 36 percent and six percent, respectively. Increased exploration drilling caused dry hole and abandonment charges to rise to $22.6 million in 2000, compared with $11.4 million in 1999, and $10.9 million in 1998. Revenues and operating profit for 1999 declined from the previous year due to a ten percent reduction in natural gas prices and a seven percent reduction in oil production. Additionally, geophysical expense rose during that period from $4.5 million in 1998, to $8.2 million in 1999. Also negatively impacting 1999 results was a $10.1 million impairment charge. That charge compares with $5.4 million in 1998, and $4.0 million in 2000. During 2001, the Company intends to increase its capital spending over the previous year in order to participate in more exploration opportunities. Therefore, operating profit for the coming year could be impacted by possible increases in geophysical, dry hole, and abandonment expenses. Although natural gas prices were higher during the early part of fiscal 2001, it is difficult to predict the level of crude oil and natural gas prices for the remainder of the year and the impact on operating profit. 14 15 The Company has retained the investment banking firm of Petrie Parkman & Co. to analyze, develop, and facilitate possible strategic options for the Oil and Gas segment. It is uncertain whether such a transaction will occur or, if so, when it might occur. The Company's Natural Gas Marketing segment, Helmerich & Payne Energy Services, Inc., (HPESI) derives most of its revenues from selling natural gas produced by other unaffiliated companies. Total Natural Gas Marketing segment revenues were $80,907,000 in 2000, $55,259,000 in 1999, and $53,499,000 in 1998. Operating profit was $5,271,000 in 2000, $4,418,000 in 1999, and $2,418,000 in 1998. Most of the natural gas owned and produced by the Exploration and Production segment is sold through HPESI to third parties at variable prices based on industry pricing publications or exchange quotations. Revenues for the Company's own natural gas production are reported by the Exploration and Production segment with the Natural Gas Marketing segment retaining a market-based fee from the sale of such production. HPESI sells most of its natural gas with monthly or daily contracts tied to industry market indices, such as Inside FERC Gas Market Report. The Company, through HPESI, has natural gas delivery commitments for periods of less than a year for approximately 59 percent of its total natural gas production. At times, the Exploration and Production segment may direct HPESI to enter into fixed price natural gas sales contracts on its behalf for a small portion (normally less than 20 percent) of its natural gas sales for periods of less than 12 months to guarantee a certain price. In 2000, HPESI had approximately 13.6 percent of its natural gas sales portfolio dedicated to such fixed price sales contracts compared to 2.3 percent in 1999. As of September 30, 2000, HPESI had fixed price contracts for less than four percent of its projected monthly sales for the months of November, 2000 through March, 2001, and no fixed price contracts thereafter. Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal years beginning after June 15, 2000, and requires that all derivatives be recognized as assets or liabilities in the balance sheet and that these instruments be measured at fair value. The effect of SFAS No. 133 on the Company's results of operations and financial position for fiscal year 2001 is not expected to be material. 15 16 REAL ESTATE DIVISION revenues totaled $8,999,000 for 2000, $8,671,000 for 1999, and $8,922,000 for 1998. Operating profit was $5,346,000 in 2000, $5,338,000 in 1999, and $5,371,000 in 1998. Occupancy rates, revenues, and operating profit remained solid in 2000 due to the continued strength of the Tulsa economy. No material changes are anticipated in the Real Estate Division in 2001. LIQUIDITY AND CAPITAL RESOURCES The Company's capital spending was $131,932,000 in 2000, $122,951,000 in 1999, and $266,299,000 in 1998. Net cash provided from operating activities for those same time periods were $201,836,000 in 2000, $158,694,000 in 1999, and $113,533,000 in 1998. In addition to the net cash provided by operating activities, the Company also generated net proceeds from the sale of portfolio securities of $12,569,000 in 2000, $2,803,000 in 1999, and $73,949,000 in 1998. In June 1998, the board of directors authorized the Company to repurchase up to 2,000,000 shares of its own stock. A total of 999,100 shares were repurchased in 1998 at a total cost of $19,112,000 and 20,600 shares were repurchased in 2000 at a total cost of $450,000. The Company plans to increase capital spending during 2001 in its Exploration and Production segment and its Contract Drilling Division. During fiscal 2000, the Company ordered 12 new rigs at an approximate cost of between $7.5 million and $8.25 million each and expects to take delivery of 11 of the new rigs in calendar 2001. The potential for new contract drilling projects requiring large amounts of capital is difficult to predict at this time. Total capital spending for the Company will likely exceed $200 million for 2001 and could be greater if additional attractive opportunities become available. Funding will come from internally generated cash, proceeds from security sales, and/or additional borrowings. Due to the need for additional funds during 1998 resulting from a reduction in operating cash flow, a significant increase in capital expenditures, and the purchase of Company stock, the Company increased its available short-term lines of credit and obtained long-term financing. As described in Note 2 of Notes to Consolidated Financial Statements, in October 1998, the Company obtained $50 million in long-term debt proceeds, which was used to pay off short-term borrowings. The $50 million of long-term debt matures in October 2003. The interest rate on this debt fluctuates based on the 30-day London Interbank Offered Rate (LIBOR). However, simultaneous to receiving 16 17 the $50 million in long-term debt proceeds, the Company entered into a $50 million interest rate swap agreement with a major national bank. The swap effectively fixes the interest rate on this facility at 5.38 percent for the entire five-year term of the note. The estimated fair value of the interest rate swap was $2,329,000 at September 30, 2000. The Company's interest rate risk exposure is limited to its potential short-term borrowings and results predominately from fluctuations in short-term interest rates as measured by 30-day LIBOR. The strength of the Company's balance sheet is substantial, with current ratios for 2000 and 1999 at 3.4 and 2.2, respectively, and with total bank borrowings of only four percent of total assets at September 30, 2000. Additionally, the Company manages a large portfolio of marketable securities that, at the close of 2000, had a market value of $383,036,000, with a cost basis of $133,254,000. The portfolio, heavily weighted in energy stocks, is subject to fluctuation in the market and may vary considerably over time. Excluding the Company's investment in Atwood Oceanics, Inc., which is accounted for as an equity-method investment, the portfolio is marked to market on the Company's balance sheet for each reporting period. During 2000, the Company paid a dividend of $0.285 per share, or a total of $14,175,000, representing the 29th consecutive year of dividend increases. STOCK PORTFOLIO HELD BY THE COMPANY
Number of September 30, 2000 Shares Cost Basis Market Value --------- ---------- ------------ (in thousands, except share amounts) Occidental Petroleum Corporation ... 1,000,000 $ 23,775 $ 21,812 Atwood Oceanics, Inc. .............. 3,000,000 46,353 125,063 Schlumberger, Ltd. ................. 1,480,000 23,511 121,823 Transocean Sedco Forex, Inc. ....... 286,528 9,509 16,798 SUNOCO, Inc. ....................... 312,546 2,873 8,419 Phillips Petroleum Company ......... 240,000 5,976 15,060 BANK ONE CORPORATION ............... 175,000 1,969 6,661 Kerr-McGee Corporation ............. 184,500 4,899 12,223 ONEOK, Inc. ........................ 225,000 2,751 8,947 Other .............................. 11,638 46,230 ---------- ---------- Total .................. $ 133,254 $ 383,036 ========== ==========
17 18 CONSOLIDATED BALANCE SHEETS HELMERICH & PAYNE, INC. ASSETS
September 30, 2000 1999 ----------- ----------- (in thousands) CURRENT ASSETS: Cash and cash equivalents ................................ $ 108,087 $ 21,758 Accounts receivable, less reserve of $2,003 and $2,908 ... 106,630 99,598 Inventories .............................................. 25,598 25,187 Prepaid expenses and other ............................... 24,829 14,081 ----------- ----------- Total current assets ................................. 265,144 160,624 ----------- ----------- INVESTMENTS .................................................. 304,326 238,475 ----------- ----------- PROPERTY, PLANT AND EQUIPMENT, at cost: Contract drilling equipment .................................. 891,749 881,269 Oil and gas properties ....................................... 457,724 446,889 Real estate properties ....................................... 50,649 49,065 Other .................................................... 80,268 71,139 ----------- ----------- 1,480,390 1,448,362 Less--Accumulated depreciation, depletion and amortization ... 806,785 757,147 ----------- ----------- Net property, plant and equipment .................... 673,605 691,215 ----------- ----------- OTHER ASSETS ................................................. 16,417 19,385 ----------- ----------- TOTAL ASSETS ................................................. $ 1,259,492 $ 1,109,699 =========== ===========
The accompanying notes are an integral part of these statements. 18 19 LIABILITIES AND SHAREHOLDERS' EQUITY
September 30, 2000 1999 ---------- ---------- (in thousands, except share data) CURRENT LIABILITIES: Accounts payable ..................................................................... $ 32,279 $ 25,704 Accrued liabilities .................................................................. 46,615 41,200 Notes payable ........................................................................ -- 5,000 ---------- ---------- Total current liabilities .................................................... 78,894 71,904 ---------- ---------- NONCURRENT LIABILITIES: Long-term notes payable .............................................................. 50,000 50,000 Deferred income taxes ................................................................ 156,650 116,588 Other ................................................................................ 18,245 23,098 ---------- ---------- Total noncurrent liabilities ................................................. 224,895 189,686 ---------- ---------- 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 ........................................................... 66,090 61,411 Retained earnings .................................................................... 813,885 745,956 Unearned compensation ................................................................ (3,277) (4,487) Accumulated other comprehensive income ............................................... 106,064 75,182 ---------- ---------- 988,115 883,415 Less treasury stock, 3,548,480 shares in 2000 and 3,903,285 shares in 1999, at cost .. 32,412 35,306 ---------- ---------- Total shareholders' equity ................................................... 955,703 848,109 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................................ $1,259,492 $1,109,699 ========== ==========
The accompanying notes are an integral part of these statements. 19 20 CONSOLIDATED STATEMENTS OF INCOME HELMERICH & PAYNE, INC.
Years Ended September 30, 2000 1999 1998 ---------- ---------- ---------- (in thousands, except per share amounts) REVENUES: Sales and other operating revenues ......... $ 599,122 $ 556,562 $ 592,037 Income from investments .................... 31,973 7,757 44,603 ---------- ---------- ---------- 631,095 564,319 636,640 ---------- ---------- ---------- COSTS AND EXPENSES: Operating costs ............................ 316,933 332,330 346,066 Depreciation, depletion and amortization ... 110,851 109,167 88,350 Dry holes and abandonments ................. 22,692 11,727 11,572 Taxes, other than income taxes ............. 29,202 25,478 25,728 General and administrative ................. 11,578 14,198 11,762 Interest ................................... 3,076 6,481 942 ---------- ---------- ---------- 494,332 499,381 484,420 ---------- ---------- ---------- INCOME BEFORE INCOME TAXES AND EQUITY IN INCOME OF AFFILIATE ............... 136,763 64,938 152,220 INCOME TAX EXPENSE ............................. 57,684 25,706 56,677 EQUITY IN INCOME OF AFFILIATE net of income taxes ......................... 3,221 3,556 5,611 ---------- ---------- ---------- NET INCOME ..................................... $ 82,300 $ 42,788 $ 101,154 ========== ========== ========== EARNINGS PER COMMON SHARE: BASIC ...................................... $ 1.66 $ 0.87 $ 2.03 DILUTED .................................... $ 1.64 $ 0.86 $ 2.00 AVERAGE COMMON SHARES OUTSTANDING: BASIC ...................................... 49,534 49,243 49,948 DILUTED .................................... 50,035 49,817 50,565
The accompanying notes are an integral part of these statements. 20 21 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY HELMERICH & PAYNE, INC.
Common Stock Additional --------------------- Paid-in Unearned Retained Shares Amount Capital Compensation Earnings -------- -------- ---------- ------------ -------- (in thousands, except per share amounts) Balance, Sept. 30, 1997 ................ 53,529 $ 5,353 $ 51,316 $ -- $ 629,562 Comprehensive Income: Net Income ........................... -- -- -- -- 101,154 Other comprehensive loss, net of tax--unrealized losses on available-for-sale securities ...... -- -- -- -- -- Comprehensive income ................... -- -- -- -- -- Cash dividends ($.275 per share) ....... -- -- -- -- (14,007) Exercise of Stock Options .............. -- -- 1,833 -- -- Purchase of stock for treasury ......... -- -- -- -- -- Lapse of restrictions on Restricted Stock Awards .............. -- -- 98 -- -- Stock issued under Restricted Stock Award Plan ..................... -- -- 5,757 (6,791) -- Amortization of deferred Compensation ......................... -- -- -- 1,186 166 ------ ---------- ---------- ---------- ---------- Balance, Sept. 30, 1998 ................ 53,529 5,353 59,004 (5,605) 716,875 Comprehensive Income: Net Income ............................ -- -- -- -- 42,788 Other comprehensive income, net of tax--unrealized gains on available-for-sale securities ..... -- -- -- -- -- Comprehensive income ................... -- -- -- -- -- Cash dividends ($.28 per share) ........ -- -- -- -- (13,866) Exercise of Stock Options .............. -- -- 2,201 -- -- Lapse of restrictions on Restricted Stock Awards ............... -- -- 69 -- -- Stock issued under Restricted Stock Award Plan ...................... -- -- 137 (289) -- Amortization of deferred Compensation .......................... -- -- -- 1,407 159 ------ ---------- ---------- ---------- ---------- Balance, Sept. 30, 1999 ................ 53,529 5,353 61,411 (4,487) 745,956 Comprehensive Income: Net Income ............................ -- -- -- -- 82,300 Other comprehensive income, net of tax--unrealized gains on available-for-sale securities ....... -- -- -- -- -- Comprehensive income ................... -- -- -- -- -- Cash dividends ($.285 per share) ....... -- -- -- -- (14,448) Exercise of Stock Options .............. -- -- 4,491 -- -- Purchase of stock for treasury ......... -- -- -- -- -- Lapse of restrictions on Restricted Stock Awards .............. -- -- 31 -- -- Stock issued under Restricted Stock Award Plan ..................... -- -- 157 (248) -- Amortization of deferred Compensation ......................... -- -- -- 1,458 77 ------ ---------- ---------- ---------- ---------- Balance, Sept. 30, 2000 ................ 53,529 $ 5,353 $ 66,090 $ (3,277) $ 813,885 ====== ========== ========== ========== ==========
Accumulated Treasury Stock Other -------------------- Comprehensive Shares Amount Income (Loss) Total ------- ---------- -------------- ---------- (in thousands, except per share amounts) Balance, Sept. 30, 1997 ................ 3,501 $ (20,105) $ 114,454 $ 780,580 Comprehensive Income: Net Income ........................... -- -- -- 101,154 Other comprehensive loss, net of tax--unrealized losses on available-for-sale securities ...... -- -- (59,765) (59,765) ---------- Comprehensive income ................... -- -- -- 41,389 ---------- Cash dividends ($.275 per share) ....... -- -- -- (14,007) Exercise of Stock Options .............. (174) 1,015 -- 2,848 Purchase of stock for treasury ......... 999 (19,112) -- (19,112) Lapse of restrictions on Restricted Stock Awards .............. -- -- -- 98 Stock issued under Restricted Stock Award Plan ..................... (180) 1,034 -- -- Amortization of deferred Compensation ......................... -- -- -- 1,352 ------ ---------- ---------- ---------- Balance, Sept. 30, 1998 ................ 4,146 (37,168) 54,689 793,148 Comprehensive Income: Net Income ............................ -- -- -- 42,788 Other comprehensive income, net of tax--unrealized gains on available-for-sale securities ..... -- -- 20,493 20,493 ---------- Comprehensive income ................... -- -- -- 63,281 ---------- Cash dividends ($.28 per share) ........ -- -- -- (13,866) Exercise of Stock Options .............. (226) 1,710 -- 3,911 Lapse of restrictions on Restricted Stock Awards ............... -- -- -- 69 Stock issued under Restricted Stock Award Plan ...................... (17) 152 -- -- Amortization of deferred Compensation .......................... -- -- -- 1,566 ------ ---------- ---------- ---------- Balance, Sept. 30, 1999 ................ 3,903 (35,306) 75,182 848,109 Comprehensive Income: Net Income ............................ -- -- -- 82,300 Other comprehensive income, net of tax--unrealized gains on available-for-sale securities ....... -- -- 30,882 30,882 ---------- Comprehensive income ................... -- -- -- 113,182 ---------- Cash dividends ($.285 per share) ....... -- -- -- (14,448) Exercise of Stock Options .............. (366) 3,253 -- 7,744 Purchase of stock for treasury ......... 21 (450) -- (450) Lapse of restrictions on Restricted Stock Awards .............. -- -- -- 31 Stock issued under Restricted Stock Award Plan ..................... (10) 91 -- -- Amortization of deferred Compensation ......................... -- -- -- 1,535 ------ ---------- ---------- ---------- Balance, Sept. 30, 2000 ................ 3,548 $ (32,412) $ 106,064 $ 955,703 ====== ========== ========== ==========
The accompanying notes are an integral part of these statements. 21 22 CONSOLIDATED STATEMENTS OF CASH FLOWS HELMERICH & PAYNE, INC.
Years Ended September 30, 2000 1999 1998 ---------- ---------- ---------- (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ............................................................ $ 82,300 $ 42,788 $ 101,154 ---------- ---------- ---------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization ......................... 110,851 109,167 88,350 Dry holes and abandonments ....................................... 22,692 11,727 11,572 Equity in income of affiliate before income taxes ................ (5,196) (5,735) (9,050) Amortization of deferred compensation ............................ 1,535 1,566 1,352 Gain on sale of securities and non-monetary investment income .... (24,000) (2,547) (38,421) Gain on sale of property, plant and equipment .................... (2,479) (6,900) (2,951) Other - net ...................................................... 944 2,148 974 Change in assets and liabilities: Accounts receivable ........................................... (7,032) 19,797 (20,698) Inventories ................................................... (411) 214 (5,762) Prepaid expenses and other .................................... (7,780) (5,079) (4,682) Accounts payable .............................................. 6,575 (16,147) (194) Accrued liabilities ........................................... 7,557 2,367 (8,692) Deferred income taxes ......................................... 21,133 559 (1,231) Other noncurrent liabilities .................................. (4,853) 4,769 1,812 ---------- ---------- ---------- 119,536 115,906 12,379 ---------- ---------- ---------- Net cash provided by operating activities .................. 201,836 158,694 113,533 ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, including dry hole costs ........................ (131,932) (122,951) (266,299) Proceeds from sale of property, plant and equipment ................... 18,044 9,990 15,414 Purchase of investments ............................................... -- (537) 1,056 Proceeds from sale of securities ...................................... 12,569 2,803 73,949 ---------- ---------- ---------- Net cash used in investing activities ...................... (101,319) (110,695) (175,880) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable ........................................... -- 102,000 169,800 Payments made on notes payable ........................................ (5,000) (141,800) (80,000) Dividends paid ........................................................ (14,175) (13,849) (13,802) Purchases of stock for treasury ....................................... (450) -- (19,112) Proceeds from exercise of stock options ............................... 5,437 2,932 1,974 ---------- ---------- ---------- Net cash provided by (used in) financing activities ........ (14,188) (50,717) 58,860 ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .............................................................. 86,329 (2,718) (3,487) CASH AND CASH EQUIVALENTS, beginning of period ........................... 21,758 24,476 27,963 ---------- ---------- ---------- CASH AND CASH EQUIVALENTS, end of period ................................. $ 108,087 $ 21,758 $ 24,476 ========== ========== ==========
The accompanying notes are an integral part of these statements. 22 23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HELMERICH & PAYNE, INC. September 30, 2000, 1999 and 1998 NOTE 1 SUMMARY OF ACCOUNTING POLICIES CONSOLIDATION - The consolidated financial statements include the accounts of Helmerich & Payne, Inc. (the Company), and all of its wholly-owned subsidiaries. Fiscal years of the Company's foreign consolidated operations end on August 31 to facilitate reporting of consolidated results. TRANSLATION OF FOREIGN CURRENCIES - The Company has determined that the functional currency for its foreign subsidiaries is the U.S. dollar. The foreign currency transaction loss for 2000, 1999, and 1998 was $664,000, $21,000, and $1,953,000, respectively. 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 - The Company follows the successful efforts method of accounting for oil and gas properties. Under this method, the Company capitalizes all costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells which find proved reserves and to drill and equip development wells. Geological and geophysical costs, delay rentals and costs to drill exploratory wells which do not find proved reserves are expensed. Capitalized costs of producing oil and gas properties are depreciated and depleted by the unit-of-production method based on proved oil and gas reserves as determined by the Company and its independent engineers. Reserves are recorded for capitalized costs of undeveloped leases based on management's estimate of recoverability. Costs of surrendered leases are charged to the reserve. In accordance with Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", the Company recognizes impairment losses for long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the carrying amount of the asset. In 2000, the Company recognized an impairment charge of approximately $4.0 million for proved Exploration and Production properties which is included in depreciation, depletion and amortization expense. After-tax, the impairment charge reduced 2000 net income by approximately $2.5 million, $0.05 per share on a diluted basis. In 1999, the Company recognized an impairment charge of approximately $10.1 million for proved Exploration and Production properties which is included in depreciation, depletion and amortization expense. After-tax, the impairment charge reduced 1999 net income by approximately $6.2 million, $0.13 per share on a diluted basis. In 1998, the Company recognized an impairment charge of approximately $5.4 million for proved Exploration and Production properties which is included in depreciation, depletion and amortization expense. After-tax, the impairment charge reduced net income by approximately $3.4 million, $0.07 per share on a diluted basis. The Company evaluates impairment of exploration and production assets on a field by field basis. Fair value on all long-lived assets are based on discounted future cash flows or information provided by sales and purchases of similar assets. Substantially all property, plant and equipment other than oil and gas properties is depreciated using the straight-line method based on the following estimated useful lives:
YEARS ----- Contract drilling equipment........................... 4-10 Real estate buildings and equipment................... 10-50 Other................................................. 3-33
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 - Inventories, primarily materials and supplies, are valued at the lower of cost (moving average or actual) or market. DRILLING REVENUE - Contract drilling revenues are comprised primarily of daywork drilling contracts for which the related revenues and expenses are recognized as work progresses. Fiscal 2000 and 1999 contract drilling revenues also include revenues of $4,109,000 and $40,790,000, respectively, from a rig construction contract for which revenues were recognized based on the percentage-of-completion method, measured by the percentage that incurred costs to date bear to total estimated costs. The Company does not currently have any third party rig construction contracts. GAS IMBALANCES - The Company recognizes revenues from gas wells on the sales method, and a liability is recorded for permanent imbalances resulting from gas wells in which the Company has sold more production than it is entitled. INVESTMENTS - The cost of securities used in determining realized gains and losses is based on average cost of the security sold. Net income in 2000 includes approximately $6,637,000, $0.13 per share on a diluted basis, on gains related to non-monetary transactions within the Company's available-for-sale security investment portfolio which were accounted for at fair value. Investments in companies owned from 20 to 50 percent are accounted for using the equity method with the Company recognizing 23 24 its proportionate share of the income or loss of each investee. The Company owned approximately 22 percent of Atwood Oceanics, Inc. (Atwood) at both September 30, 2000 and 1999. The quoted market value of the Company's investment was $125,063,000 and $91,687,500 at September 30, 2000 and 1999, respectively. Retained earnings at September 30, 2000 includes approximately $21,918,000 of undistributed earnings of Atwood. Summarized financial information of Atwood is as follows:
2000 1999 1998 ---------- ---------- ---------- (in thousands) Gross revenues .................................... $ 134,514 $ 150,009 $ 151,809 Costs and expenses ................................ 111,366 122,289 112,445 ---------- ---------- ---------- Net income ........................................ $ 23,148 $ 27,720 $ 39,364 ========== ========== ========== Helmerich & Payne, Inc.'s equity in net income, net of income taxes ......................... $ 3,221 $ 3,556 $ 5,611 ========== ========== ========== Current assets .................................... $ 63,951 $ 50,532 $ 51,587 Noncurrent assets ................................. 248,334 243,072 230,150 Current liabilities ............................... 17,484 19,013 26,723 Noncurrent liabilities ............................ 77,332 82,362 91,248 Shareholders' equity .............................. 217,469 192,229 163,766 ========== ========== ========== Helmerich & Payne, Inc.'s investment .............. $ 46,353 $ 41,157 $ 35,422 ========== ========== ==========
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 Company's 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 information. Fixed plan common stock options do not result in compensation expense, because the exercise price of the stock equals the market price of the underlying stock on the date of grant. TREASURY STOCK - Treasury stock purchases are accounted for under the cost method whereby the entire 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. DERIVATIVES - As described in Note 2, the Company entered into an interest rate swap agreement in October 1998. This agreement involves the exchange of an amount based on a fixed interest rate for an amount based on a variable interest rate without an exchange of the notional amount upon which the payments are based. The difference to be paid or received is accrued and recognized as an adjustment of interest expense. Gains and losses from termination of interest rate swap agreements are deferred and amortized as an adjustment to interest expense over the original term of the terminated swap agreement. NOTE 2 NOTES PAYABLE AND LONG-TERM DEBT At September 30, 2000, the Company had committed bank lines totaling $85 million; $50 million expires October 2003 and $35 million expires May 2001. Additionally, the Company had uncommitted credit facilities totaling $10 million. Collectively, the Company had $50 million in outstanding borrowings and outstanding letters of credit totaling $8.2 million against these lines at September 30, 2000. Concurrent with a $50 million borrowing under the facility that expires October 2003, the Company entered into an interest rate swap with a notional value of $50 million. The swap effectively converts this $50 million facility from a floating rate to a fixed effective rate of 5.38 percent. The interest rate swap closely correlates with the terms and maturity of the $50 million facility. Excluding the impact of the interest rate swap, the average interest rate for the borrowings at September 30, 2000, was approximately 6.61 percent on a 360 day basis. Under the various credit agreements, the Company must meet certain requirements regarding levels of debt, net worth and earnings. 24 25 NOTE 3 INCOME TAXES The components of the provision (benefit) for income taxes are as follows:
Years Ended September 30, 2000 1999 1998 -------- -------- -------- (in thousands) CURRENT: Federal ...................... $ 25,736 $ 9,684 $ 36,705 Foreign ...................... 8,766 15,963 18,728 State ........................ 3,366 1,744 4,751 -------- -------- -------- 37,868 27,391 60,184 -------- -------- -------- DEFERRED: Federal ...................... 12,318 (842) (4,108) Foreign ...................... 6,146 (771) 927 State ........................ 1,352 (72) (326) -------- -------- -------- 19,816 (1,685) (3,507) -------- -------- -------- TOTAL PROVISION: .................. $ 57,684 $ 25,706 $ 56,677 ======== ======== ========
The amounts of domestic and foreign income are as follows:
Years Ended September 30, 2000 1999 1998 -------- -------- -------- (in thousands) INCOME BEFORE INCOME TAXES AND EQUITY IN INCOME OF AFFILIATE: Domestic.......................... $129,373 $ 41,693 $106,228 Foreign........................... 7,390 23,245 45,992 -------- -------- -------- .............................. $136,763 $ 64,938 $152,220 ======== ======== ========
Effective income tax rates on income as compared to the U.S. Federal income tax rate are as follows:
Years Ended September 30, 2000 1999 1998 ---- ---- ---- U.S. Federal income tax rate .................... 35% 35% 35% Dividends received deduction .................... -- (1) -- Effect of foreign taxes ......................... 5 5 2 Non-conventional fuel source credits utilized ... -- (1) -- Other, net ...................................... 2 2 -- ---- ---- ---- Effective income tax rate ....................... 42% 40% 37% ==== ==== ====
The components of the Company's net deferred tax liabilities are as follows:
September 30, 2000 1999 ------------ ------------ (in thousands) DEFERRED TAX LIABILITIES: Property, plant and equipment $ 75,653 $ 59,695 Available-for-sale securities 72,583 53,651 Pension provision 4,075 3,951 Equity investment 12,734 10,759 Other 1,217 923 ------------ ------------ Total deferred tax liabilities 166,262 128,979 ------------ ------------ DEFERRED TAX ASSETS: Financial accruals 9,612 8,832 Other -- 3,559 ------------ ------------ Total deferred tax assets 9,612 12,391 ------------ ------------ NET DEFERRED TAX LIABILITIES $ 156,650 $ 116,588 ============ ============
25 26 NOTE 4 SHAREHOLDERS' EQUITY In June 1998, the board of directors authorized the repurchase of up to 2,000,000 shares of its common stock in open market or private transactions. The repurchased shares will be held in treasury and used for general corporate purposes including use in the Company's benefit plans. During fiscal 1998, the Company purchased 999,100 shares at a total cost of approximately $19 million and in fiscal 2000 purchased 20,600 shares at a cost of approximately $450,000. The Company did not purchase any shares in fiscal 1999. As of September 30, 2000, the Company is authorized to repurchase up to 979,400 additional shares. 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. Awards 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 the market price of the underlying stock on the date of grant. Stock options expire 10 years after grant. The Company has reserved 983,776 shares of its treasury stock to satisfy the exercise of stock options issued under the 1990 Stock Option Plan. Effective December 4, 1996, additional options are no longer granted under this plan. Options granted under the 1990 plan generally vest over a seven year period. Options granted under the plan become exercisable in increments as outlined in the plan. In March 1997, the Company adopted the 1996 Stock Incentive Plan (the "Stock Incentive Plan"). The Stock Incentive Plan was effective December 4, 1996, and will terminate December 3, 2006. Under this plan the Company is authorized to grant options for up to 4,000,000 shares of the Company's common stock at an exercise price not less than the fair market value of the common stock on the date of grant. Up to 600,000 shares of the total authorized may be granted to participants as restricted stock awards. Options granted under the 1996 plan vest over a four-year period. On September 30, 2000, 1,776,900 shares were available for grant under the Stock Incentive Plan. On September 30, 2000, 393,000 shares were available for grant under the Stock Incentive Plan as restricted stock awards. In fiscal 2000, 1999 and 1998, 10,000, 17,000 and 180,000 shares of restricted stock, respectively, were granted at a weighted-average price of $24.75, $17.00 and $37.73, respectively, which approximated fair market value at the date of grant. Unearned compensation of $248,000, $289,000 and $6,791,000 for fiscal 2000, 1999 and 1998, respectively, is being amortized over a five-year period as compensation expense. The following summary reflects the stock option activity and related information (shares in thousands):
------------------------- ------------------------- ------------------------- Weighted-Average Weighted-Average Weighted-Average Options Exercise Price Options Exercise Price Options Exercise Price ------- ---------------- ------- ---------------- ------- ---------------- Outstanding at October 1, 2,574 $ 21.34 2,090 $ 22.09 1,745 $ 16.44 Granted 767 24.75 726 16.81 544 36.84 Exercised (364) 15.44 (238) 14.28 (175) 12.15 Forfeited/Expired (22) 23.00 (4) 13.51 (24) 17.54 ------- ------------ ------- ----------- ------ ----------- Outstanding on September 30, 2,955 $ 22.94 2,574 $ 21.34 2,090 $ 22.09 ------- ------------ ------- ----------- ------ ----------- Exercisable on September 30, 1,046 $ 22.40 782 $ 20.13 453 $ 15.63 ------- ------------ ------- ----------- ------ ----------- Shares available on September 30, for options that may be granted 1,777 2,537 3,280 ------- ------------ ------- ----------- ------ -----------
The following table summarizes information about stock options at September 30, 000 (shares in thousands):
Outstanding Stock Options Exercisable Stock Options ------------------------------------------------------ ---------------------------- Weighted-Average Range of Remaining Contractural Weighted-Average Weighted-Average Exercise Prices Options Life Exercise Price Options Exercise Price ------------------- ------- ------------------------- ---------------- ------- ---------------- $12.00 to $16.50 625 4.2 years $13.64 437 $13.60 $16.51 to $26.50 1,797 8.2 years $22.05 342 $22.40 $26.51 to $37.00 533 7.2 years $36.84 267 $36.84 - -------------------- ------ ---------- ------- ------ ------- $12.00 to $37.00 2,955 7.2 years $22.94 1,046 $22.40 - -------------------- ------ ---------- ------- ------ -------
The following table reflects pro forma net income and earnings per share had the Company elected to adopt the fair value method of SFAS No. 123, "Accounting for Stock-Based Compensation", in measuring compensation cost beginning with 1997 employee stock-based awards. 26 27
Years Ended September 30, 2000 1999 1998 ---------- ---------- ---------- (in thousands, except per share data) Net Income: As reported .................... $ 82,300 $ 42,788 $ 101,154 Pro forma ...................... $ 78,788 $ 40,268 $ 99,437 Basic earnings per share: As reported .................... $ 1.66 $ .87 $ 2.03 Pro forma ...................... $ 1.59 $ .82 $ 1.99 Diluted earnings per share: As reported .................... $ 1.64 $ .86 $ 2.00 Pro forma ...................... $ 1.57 $ .81 $ 1.97
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. The weighted-average fair values of options at their grant date during 2000, 1999 and 1998 were $10.80, $6.81, and $14.63, 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:
2000 1999 1998 ---- ---- ---- Expected years until exercise............ 5.5 5.5 7.0 Expected stock volatility................ 41% 38% 34% Dividend yield........................... .8% 1.2% 1.6% Risk-free interest rate.................. 6.0% 6.0% 5.9%
On September 30, 2000, the Company had 49,980,472 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 10 business days after a person acquires 15% or more of the outstanding common stock or 10 business days following the commencement of a tender offer or exchange offer that would result in a person owning 15% 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% of the Company's 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 5 EARNINGS PER SHARE A reconciliation of the weighted-average common shares outstanding on a basic and diluted basis is as follows:
(in thousands) 2000 1999 1998 ------- -------- ------- Basic weighted-average shares................ 49,534 49,243 49,948 Effect of dilutive shares: Stock options.............................. 492 561 595 Restricted stock........................... 9 13 22 ------- -------- ------- 501 574 617 ------- -------- ------- Diluted weighted-average shares................. 50,035 49,817 50,565 ======= ======== =======
Restricted stock of 180,000 shares at a weighted-average price of $37.73 and options to purchase 533,000 shares of common stock at a price of $36.84 were outstanding at September 30, 2000, but were not included in the computation of diluted earnings per common share. At September 30, 1999, restricted stock of 180,000 shares at a weighted-average price of $37.73 and options to purchase 540,000 shares of common stock at a price of $36.84 were outstanding, but were not included in the computation of diluted earnings per common share. At September 30, 1998, restricted stock of 180,000 shares at a weighted-average price of $37.73 and options to purchase 919,000 shares of common stock at a price of $32.40 were outstanding, but were not included in the computation of diluted earnings per common share. Inclusion of these shares would be antidilutive, as the exercise prices of the options exceed the average market price of the common shares. 27 28 NOTE 6 FINANCIAL INSTRUMENTS Notes payable bear interest at market rates and are carried at cost which approximates fair value. The estimated fair value of the Company's interest rate swap is $2,329,000 at September 30, 2000, based on forward-interest rates derived from the year-end yield curve as calculated by the financial institution that is a counterparty to the swap. The estimated fair value of the Company's 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):
Gross Gross Estimated Unrealized Unrealized Fair Cost Gains Losses Value -------- ---------- ---------- --------- (in thousands) Equity Securities: September 30, 2000 $ 86,901 $173,137 $ 2,065 $257,973 September 30, 1999 $ 76,057 $122,369 $ 1,108 $197,318
During the years ended September 30, 2000, 1999, and 1998, marketable equity available-for-sale securities with a fair value at the date of sale of $12,640,000, $2,803,000, and $62,792,000, respectively, were sold. The gross realized gains on such sales of available-for-sale securities totaled $12,576,000, $2,547,000, and $30,820,000, respectively, and the gross realized losses totaled $0, $0, and $1,034,000 respectively. NOTE 7 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The table below presents changes in the components of accumulated other comprehensive income (loss).
Years Ended September 30, 2000 1999 1998 ----------- ----------- ----------- (in thousands) Balance, beginning of period ................ $ 75,182 $ 54,689 $ 114,454 Unrealized gains (losses) on available-for-sale securities .......... 73,810 35,600 (66,610) Less: Reclassification adjustment for net gains realized in net income ... (24,000) (2,547) (29,786) ----------- ----------- ----------- Net unrealized gains (losses) ........ 49,810 33,053 (96,396) Tax benefit (expense) .................... (18,928) (12,560) 36,631 ----------- ----------- ----------- Net-of-tax amount .................... 30,882 20,493 (59,765) ----------- ----------- ----------- Balance, end of period ...................... $ 106,064 $ 75,182 $ 54,689 =========== =========== ===========
NOTE 8 EMPLOYEE BENEFIT PLANS The following tables set forth the Company's disclosures required by SFAS No. 132, "Employers' Disclosures About Pensions and Other Postretirement Benefits". Change in benefit obligation:
Years ended September 30, 2000 1999 ---------- ---------- (in thousands) Benefit obligation at beginning of year ........ $ 36,995 $ 36,954 Service cost ................................... 3,427 3,700 Interest cost .................................. 2,741 2,468 Actuarial (gain) loss .......................... 3,059 (4,468) Benefits paid .................................. (1,384) (1,659) ---------- ---------- Benefit obligation at end of year .............. $ 44,838 $ 36,995 ========== ==========
Change in plan assets:
Years Ended September 30, 2000 1999 ---------- ---------- (in thousands) Fair value of plan assets at beginning of year ...................................... $ 58,517 $ 51,572 Actual return on plan assets ................... 3,478 8,604 Benefits paid .................................. (1,384) (1,659) ---------- ---------- Fair value of plan assets at end of year ....... $ 60,611 $ 58,517 ========== ========== Funded status of the plan ...................... $ 15,773 $ 21,522 Unrecognized net actuarial gain ................ (5,016) (10,127) Unrecognized prior service cost ................ 786 1,025 Unrecognized net transition asset .............. (1,079) (1,619) ---------- ---------- Prepaid benefit cost ........................... $ 10,464 $ 10,801 ========== ==========
28 29 WEIGHTED-AVERAGE ASSUMPTIONS:
Years Ended September 30, 2000 1999 1998 ---- ---- ---- Discount rate ........................ 7.50% 7.50% 6.75% Expected return on plan .............. 9.00% 9.00% 8.50% Rate of compensation increase ........ 5.00% 5.00% 5.00%
Components of net periodic cost:
Years Ended September 30, 2000 1999 1998 ---------- ---------- ---------- (in thousands) Service cost ................................ $ 3,427 $ 3,700 $ 2,836 Interest cost ............................... 2,741 2,468 2,430 Expected return on plan assets .............. (5,226) (4,606) (4,542) Amortization of prior service cost .......... 238 238 238 Amortization of transition asset ............ (540) (540) (540) Recognized net actuarial gain ............... (303) 14 (65) ---------- ---------- ---------- Net pension expense ......................... $ 337 $ 1,274 $ 357 ========== ========== ==========
DEFINED CONTRIBUTION PLAN: Substantially all employees on the United States payroll of the Company may elect to participate in the Company sponsored Thrift/401(k) Plan by contributing a portion of their earnings. The Company contributes amounts equal to 100 percent of the first five percent of the participant's compensation subject to certain limitations. Expensed Company contributions were $3,545,000, $3,315,000, and $3,009,000 in 2000, 1999, and 1998, respectively. NOTE 9 ACCRUED LIABILITIES Accrued liabilities consist of the following:
September 30, 2000 1999 ---------- ---------- (in thousands) Royalties payable ...................... $ 18,918 $ 9,625 Taxes payable - operations ............. 6,861 6,990 Ad valorem tax ......................... 7,783 7,177 Income taxes payable ................... -- 3,278 Workers compensation claims ............ 2,840 3,122 Payroll and employee benefits .......... 4,055 3,970 Other .................................. 6,158 7,038 ---------- ---------- $ 46,615 $ 41,200 ========== ==========
NOTE 10 SUPPLEMENTAL CASH FLOW INFORMATION
Years Ended September 30, 2000 1999 1998 ---------- ---------- ---------- (in thousands) CASH PAYMENTS: Interest paid .............. $ 2,491 $ 5,705 $ 1,721 Income taxes paid .......... $ 39,673 $ 27,843 $ 61,056
NOTE 11 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 Company's trade receivables are primarily with companies in the oil and gas industry. The Company normally does not require collateral except for certain receivables of customers in its natural gas marketing operations. CONTRACT DRILLING OPERATIONS - International drilling operations are significant contributors to the Company's 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 Company's future operating results and financial position. The Company's decreased rig utilization rates during fiscal 1999 continued in fiscal 2000. Depressed oil prices, the primary cause of the decrease, have since recovered, with utilization recovery lagging behind. The Company believes that its rig fleet is not currently impaired based on an assessment of future cash flows of the assets in question. However, it is possible that the Company's assessment that it will recover the carrying amount of its rig fleet from future operations may change in the near term. 29 30 OIL AND GAS OPERATIONS - In estimating future cash flows attributable to the Company's exploration and production assets, certain assumptions are made with regard to commodity prices received and costs incurred. Due to the volatility of commodity prices, it is possible that the Company's assumptions used in estimating future cash flows for exploration and production assets may change in the near term. NOTE 12 NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal years beginning after June 15, 2000 and requires that all derivatives be recognized as assets or liabilities in the balance sheet and that these instruments be measured at fair value. The Company will adopt the provisions of SFAS No. 133, as amended, effective October 1, 2000. The impact of the Company's adoption of SFAS No. 133, as amended, on the Company's results of operations and financial position is not expected to be material. NOTE 13 SEGMENT INFORMATION The Company operates principally in the contract drilling industry, which includes a Domestic segment and an International segment, and in the oil and gas industry, which includes an Exploration and Production segment and a Natural Gas Marketing segment. The contract drilling operations consist of contracting Company-owned drilling equipment primarily to major oil and gas exploration companies. The Company's primary international areas of operation include Venezuela, Colombia, Ecuador, Argentina and Bolivia. Oil and gas activities include the exploration for and development of productive oil and gas properties located primarily in Oklahoma, Texas, Kansas, and Louisiana, as well as, the marketing of natural gas for third parties. The Natural Gas Marketing segment also markets most of the natural gas produced by the Exploration and Production segment retaining a market based fee from the sale of such production. 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 as an autonomous business. Other includes investments in available-for-sale securities and corporate operations. The "other" component of Total Assets also includes the Company's investment in equity-owned investments. 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; operating costs; depreciation, depletion and amortization; dry holes and abandonments and taxes other than income taxes. 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. Summarized financial information of the Company's reportable segments for each of the years ended September 30, 2000, 1999, and 1998 is shown in the following table:
Depreciation Additions External Inter- Total Operating Depletion & Total to Long-Lived (in thousands) Sales Segment Sales Profit Amortization Assets Assets ---------- ---------- ---------- ---------- ------------ ---------- ------------- 2000: CONTRACT DRILLING Domestic ...................... $ 214,531 $ 3,048 $ 217,579 $ 35,808 $ 35,310 $ 342,278 $ 40,722 International ................. 136,549 -- 136,549 9,753 38,096 259,892 13,825 ---------- ---------- ---------- ---------- ----------- --------- ---------- 351,080 3,048 354,128 45,561 73,406 602,170 54,547 ---------- ---------- ---------- ---------- ----------- --------- ---------- OIL & GAS OPERATIONS Exploration and Production .... 157,583 -- 157,583 66,604 33,462 174,466 65,804 Natural Gas Marketing ......... 80,907 -- 80,907 5,271 164 21,897 175 ---------- ---------- ---------- ---------- ----------- --------- ---------- 238,490 238,490 71,875 33,626 196,363 65,979 ---------- ---------- ---------- ---------- ----------- --------- ---------- REAL ESTATE ..................... 8,999 1,545 10,544 5,346 1,598 24,235 2,909 OTHER ........................... 32,526 -- 32,526 -- 2,221 436,724 8,497 ELIMINATIONS .................... -- (4,593) (4,593) -- -- -- -- ---------- ---------- ---------- ---------- ----------- --------- ---------- TOTAL ....................... $ 631,095 -- $ 631,095 $ 122,782 $ 110,851 $1,259,492 $ 131,932 ========== ========== ========== ========== =========== ========= ==========
30 31
Depreciation Additions External Inter- Total Operating Depletion & Total to Long-Lived (in thousands) Sales Segment Sales Profit Amortization Assets Assets - -------------- --------- ------- ----- --------- ------------ ------ ------------- 1999: CONTRACT DRILLING Domestic.......................... $213,647 $ 2,457 $216,104 $ 30,154 $ 31,164 $ 371,766 $ 57,975 International..................... 182,987 -- 182,987 29,845 36,178 271,746 17,293 -------- -------- -------- -------- -------- ---------- -------- 396,634 2,457 399,091 59,999 67,342 643,512 75,268 -------- -------- -------- -------- -------- ---------- -------- OIL & GAS OPERATIONS Exploration and Production........ 95,953 -- 95,953 11,245 38,658 151,898 44,333 Natural Gas Marketing............. 55,259 -- 55,259 4,418 174 15,156 261 -------- -------- -------- -------- -------- ---------- -------- 151,212 -- 151,212 15,663 38,832 167,054 44,594 -------- -------- -------- -------- -------- ---------- -------- REAL ESTATE......................... 8,671 1,531 10,202 5,338 1,427 22,816 1,445 OTHER............................... 7,802 -- 7,802 -- 1,566 276,317 1,644 ELIMINATIONS........................ -- (3,988) (3,988) -- -- -- -- -------- -------- -------- -------- -------- ---------- -------- TOTAL........................... $564,319 $ -- $564,319 $ 81,000 $109,167 $1,109,699 $122,951 ======== ======== ======== ======== ======== ========== ======== 1998: CONTRACT DRILLING Domestic.......................... $177,059 $ 4,084 $181,143 $ 35,817 $ 23,771 $ 351,193 $130,237 International..................... 253,072 -- 253,072 50,834 31,689 303,907 83,843 -------- -------- -------- -------- -------- ---------- -------- 430,131 4,084 434,215 86,651 55,460 655,100 214,080 -------- -------- -------- -------- -------- ---------- -------- OIL & GAS OPERATIONS Exploration and Production........ 98,696 -- 98,696 28,088 29,817 156,582 48,066 Natural Gas Marketing............. 53,499 -- 53,499 2,418 292 15,069 636 -------- -------- -------- -------- -------- ---------- -------- 152,195 -- 152,195 30,506 30,109 171,651 48,702 -------- -------- -------- -------- -------- ---------- -------- REAL ESTATE......................... 8,922 1,526 10,448 5,371 1,501 22,937 875 OTHER............................... 45,392 -- 45,392 -- 1,280 240,742 2,642 ELIMINATIONS........................ -- (5,610) (5,610) -- -- -- -- -------- -------- -------- -------- -------- ---------- -------- TOTAL........................... $636,640 $ -- $636,640 $122,528 $ 88,350 $1,090,430 $266,299 ======== ======== ======== ======== ======== ========== ========
The following table reconciles segment operating profit per the table on pages 30 and 31 to income before taxes and equity in income of affiliate as reported on the Consolidated Statements of Income (in thousands).
Years Ended September 30, 2000 1999 1998 --------- --------- --------- Segment operating profit .................... $ 122,782 $ 81,000 $ 122,528 Unallocated amounts: Income from investments .................. 31,973 7,757 44,603 General and administrative expense ....... (11,578) (14,198) (11,762) Interest expense ......................... (3,076) (6,481) (942) Corporate depreciation ................... (2,152) (1,565) (1,280) Other corporate expense .................. (1,186) (1,575) (927) --------- --------- --------- Total unallocated amounts .............. 13,981 (16,062) 29,692 --------- --------- --------- Income before income taxes and equity in Income of affiliate ...................... $ 136,763 $ 64,938 $ 152,220 ========= ========= =========
The following tables present revenues from external customers and long-lived assets by country based on the location of service provided (in thousands).
Years Ended September 30, 2000 1999 1998 -------- -------- -------- Revenues United States ......... $494,546 $381,332 $383,568 Venezuela ............. 34,922 59,481 131,137 Colombia .............. 42,509 60,838 79,675 Other Foreign ......... 59,118 62,668 42,260 -------- -------- -------- Total ............... $631,095 $564,319 $636,640 ======== ======== ======== Long-Lived Assets United States ......... $477,593 $479,753 $475,832 Venezuela ............. 37,001 62,931 85,703 Colombia .............. 26,361 46,621 59,848 Other Foreign ......... 132,650 101,910 70,988 -------- -------- -------- Total ............... $673,605 $691,215 $692,371 ======== ======== ========
Long-lived assets are comprised of property, plant and equipment. 31 32 Revenues from one company doing business with the contract drilling segment accounted for approximately 15.2 percent, 17.5 percent and 14.5 percent of the total consolidated revenues during the years ended September 30, 2000, 1999, and 1998, respectively. Revenues from another company doing business with the contract drilling segment accounted for approximately 7.4 percent, 12 percent, and 10 percent of total consolidated revenues in the years ended September 30, 2000, 1999, and 1998, respectively. Collectively, revenues from companies controlled by the Venezuelan government accounted for approximately 3.6 percent, 5.6 percent and 16 percent of total consolidated revenues for the years ended September 30, 2000, 1999, and 1998, respectively. Collectively, the receivables from these customers were approximately $24.0 million and $35.6 million at September 30, 2000 and 1999, respectively. NOTE 14 SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES All of the Company's oil and gas producing activities are located in the United States. Results of Operations from Oil and Gas Producing Activities -
Years Ended September 30, 2000 1999 1998 ------------ ------------ ------------ (in thousands) Revenues ................................................ $ 157,583 $ 95,953 $ 98,696 ------------ ------------ ------------ Production costs ........................................ 26,685 23,058 21,786 Exploration expense and valuation provisions............. 30,832 22,992 19,005 Depreciation, depletion and amortization................. 33,462 38,658 29,817 Income tax expense ...................................... 23,447 3,437 9,415 ------------ ------------ ------------ Total cost and expenses ............................... 114,426 88,145 80,023 ------------ ------------ ------------ Results of operations (excluding corporate overhead and interest costs) ................................... $ 43,157 $ 7,808 $ 18,673 ============ ============ ============
Capitalized Costs -
September 30, 2000 1999 ------------ ------------ (in thousands) Proved properties ............................................ $ 430,675 $ 421,552 Unproved properties .......................................... 27,050 25,337 ------------ ------------ Total costs ................................................ 457,725 446,889 Less - Accumulated depreciation, depletion and amortization .. 314,091 312,644 ------------ ------------ Net ........................................................ $ 143,634 $ 134,245 ============ ============
Costs Incurred Relating to Oil and Gas Producing Activities -
Years Ended September 30, 2000 1999 1998 ----------- ----------- ----------- (in thousands) Property acquisition: Proved ................................. $ 105 $ 89 $ 107 Unproved ............................... 11,040 14,385 9,096 Exploration .............................. 43,833 22,292 18,107 Development .............................. 18,843 19,167 28,259 ----------- ----------- ----------- Total .................................. $ 73,821 $ 55,933 $ 55,569 =========== =========== ===========
Estimated Quantities of Proved Oil and Gas Reserves (Unaudited) - Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those which are expected to be recovered through existing wells with existing equipment and operating methods. The following is an analysis of proved oil and gas reserves as estimated by Netherland, Sewell &~Associates, Inc. at September 30, 2000. All prior years were estimated by the Company and reviewed by independent engineers. 32 33
OIL (Bbls) GAS (Mmcf) ---------- ---------- Proved reserves at September 30, 1997 ......... 5,805,386 263,236 Revisions of previous estimates ............... (331,280) 10,877 Extensions, discoveries and other additions ... 175,265 20,819 Production .................................... (701,180) (42,862) Purchases of reserves-in-place ................ 2,890 188 Sales of reserves-in-place .................... (189,768) (632) ---------- ---------- Proved reserves at September 30, 1998 ......... 4,761,313 251,626 Revisions of previous estimates ............... 570,126 11,771 Extensions, discoveries and other additions ... 151,829 22,491 Production .................................... (649,370) (44,240) Purchases of reserves-in-place ................ -- 77 Sales of reserves-in-place .................... -- (2,105) ---------- ---------- Proved reserves at September 30, 1999 ......... 4,833,898 239,620 Revisions of previous estimates ............... 1,316,714 17,363 Extensions, discoveries and other additions ... 1,119,314 52,569 Production .................................... (880,304) (46,923) Purchases of reserves-in-place ................ 1,502 242 Sales of reserves-in-place .................... (85,987) (373) ---------- ---------- Proved reserves at September 30, 2000 ......... 6,305,137 262,498 ========== ========== Proved developed reserves at September 30, 1998 ......................... 4,754,319 249,376 ========== ========== September 30, 1999 ......................... 4,828,071 229,765 ========== ========== September 30, 2000 ......................... 5,847,217 217,334 ========== ==========
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (Unaudited) - The "Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves" (Standardized Measure) is a disclosure requirement under Financial Accounting Standards Board Statement No. 69 "Disclosures About Oil and Gas Producing Activities". The Standardized Measure does not purport to present the fair market value of a company's proved oil and gas reserves. This would require consideration of expected future economic and operating conditions, which are not taken into account in calculating the Standardized Measure. Under the Standardized Measure, future cash inflows were estimated by applying year-end prices to the estimated future production of year-end proved reserves. Future cash inflows were reduced by estimated future production and development costs based on year-end costs to determine pre-tax cash inflows. Future income taxes were computed by applying the statutory tax rate to the excess of pre-tax cash inflows over the Company's tax basis in the associated proved oil and gas properties. Tax credits and permanent differences were also considered in the future income tax calculation. Future net cash inflows after income taxes were discounted using a ten percent annual discount rate to arrive at the Standardized Measure.
At September 30, 2000 1999 ------------- ------------- (in thousands) Future cash inflows ........................................ $ 1,377,922 $ (688,766) Future costs - Future production and development costs ................ (317,898) (188,579) Future income tax expense .............................. (331,672) (135,763) ------------- ------------- Future net cash flows ...................................... 728,352 364,424 10% annual discount for estimated timing of cash flows ..... (240,281) (131,806) ------------- ------------- Standardized Measure of discounted future net cash flows ... $ 488,071 $ 232,618 ============= =============
33 34 Changes in Standardized Measure Relating to Proved Oil and Gas Reserves (Unaudited) -
Years Ended September 30, 2000 1999 1998 ------------ ------------ ------------ (in thousands) Standardized Measure - Beginning of year ..................... $ 232,618 $ 125,927 $ 205,035 Increases (decreases) - Sales, net of production costs ............................. (130,898) (72,895) (76,910) Net change in sales prices, net of production costs ........ 261,926 142,970 (97,938) Discoveries and extensions, net of related future development and production costs ....................... 156,840 38,164 21,922 Changes in estimated future development costs .............. (36,994) (11,095) (14,142) Development costs incurred ................................. 13,587 16,558 25,149 Revisions of previous quantity estimates ................... 57,730 17,713 5,089 Accretion of discount ...................................... 30,951 16,700 28,012 Net change in income taxes ................................. (114,762) (40,671) 30,436 Purchases of reserves-in-place ............................. 542 96 65 Sales of reserves-in-place ................................. (700) (1,390) (2,875) Other ...................................................... 17,231 541 2,084 ------------ ------------ ------------ Standardized Measure - End of year ........................... $ 488,071 $ 232,618 $ 125,927 ============ ============ ============
NOTE 15 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (in thousands, except per share amounts)
2000 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter ------------ ------------ ------------ ------------ Revenues ............................ $ 149,581 $ 151,848 $ 151,968 $ 177,698 Gross profit ........................ 37,852 36,256 32,605 44,704 Net income .......................... 20,461 19,273 18,557 24,009 Basic net income per share .......... .41 .39 .37 .48 Diluted net income per share ........ .41 .39 .37 .48
1999 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter ---------- ---------- ---------- ---------- Revenues .......................... $ 143,864 $ 155,374 $ 131,799 $ 133,282 Gross profit ...................... 25,071 16,924 23,532 20,090 Net income ........................ 12,811 7,352 12,196 10,429 Basic net income per share ........ .26 .15 .25 .21 Diluted net income per share ...... .26 .15 .24 .21
Gross profit represents total revenues less operating costs, depreciation, depletion and amortization, dry holes and abandonments, and taxes, other than income taxes. 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 2000 includes approximately $6.3 million ($0.13 per share, on a diluted basis) on gains related to a non-monetary dividend received and a gain on the conversion of shares of common stock of a Company investee pursuant to that investee being acquired. Net income in the fourth quarter of 2000 includes an after-tax charge of $2.5 million ($0.05 per share, on a diluted basis) related to the write-down of producing properties in accordance with SFAS No. 121. Net income in the second quarter of 1999 includes an after-tax charge of $5.5 million ($0.11 per share, on a diluted basis) in connection with the drilling and completion of a pinnacle reef well with reserve values significantly below its carrying cost. 34 35 REPORT OF INDEPENDENT AUDITORS HELMERICH & PAYNE, INC. 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, 2000 and 1999, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended September 30, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the 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, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2000, in conformity with accounting principles generally accepted in the United States. /s/ ERNST & YOUNG LLP Tulsa, Oklahoma November 17, 2000 STOCK PRICE INFORMATION
Closing Market Price Per Share ---------------------------------------- 2000 1999 ------------------ ------------------ QUARTERS HIGH LOW HIGH LOW - -------- ------- ------- ------- ------- First............................... $ 27.44 $ 19.13 $ 24.50 $ 16.75 Second.............................. 31.00 20.00 23.94 16.06 Third............................... 37.75 29.06 26.75 20.38 Fourth.............................. 38.31 30.06 30.19 23.00
DIVIDEND INFORMATION
Paid Per Share Total Payment -------------- -------------------------- 2000 1999 2000 1999 ----- ----- ---------- ---------- QUARTERS - -------- First............................. $.070 $.070 $3,474,612 $3,457,626 Second............................ .070 .070 3,475,623 3,459,168 Third............................. .070 .070 3,484,189 3,464,109 Fourth............................ .075 .070 3,740,863 3,468,377
STOCKHOLDERS' MEETING The annual meeting of stockholders will be held on March 7, 2001. A formal notice of the meeting, together with a proxy statement and form of proxy, will be mailed to shareholders on or about January 26, 2001. 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 Company's stock are also traded on the New York Stock Exchange. STOCK TRANSFER AGENT AND REGISTRAR As of December 15, 2000, there were 1,170 record holders of Helmerich & Payne, Inc. common stock as listed by the transfer agent's 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 Security Transfer Division 928 Grand Blvd., 13th Floor Kansas City, MO 64106 Telephone: (800) 884-4225 (816) 860-5000 FORM 10-K The Company's Annual Report on Form 10-K, which has been submitted to the Securities and Exchange Commission, is available free of charge upon written request. DIRECT INQUIRIES TO: President Helmerich & Payne, Inc. Utica at Twenty-First Tulsa, Oklahoma 74114 Telephone: (918) 742-5531 Internet Address: http://www.hpinc.com 35 36 ELEVEN-YEAR FINANCIAL REVIEW HELMERICH & PAYNE, INC.
Years Ended September 30, 2000 1999 1998 ---------- ---------- ---------- REVENUES AND INCOME*(2) Contract Drilling Revenues ....................... 349,992 394,715 427,713 Crude Oil Sales .................................. 24,601 9,479 10,333 Natural Gas Sales ................................ 131,056 81,533 87,646 Gas Marketing Revenues ........................... 78,921 54,263 52,469 Real Estate Revenues ............................. 8,991 8,663 8,587 Dividend Income .................................. 14,482 3,569 4,117 Other Revenues ................................... 23,052 12,097 45,775 Total Revenues+ .................................. 631,095 564,319 636,640 Net Cash Provided by Continuing Operations+ ...... 201,836 158,694 113,533 Income from Continuing Operations ................ 82,300 42,788 101,154 Net Income ....................................... 82,300 42,788 101,154 PER SHARE DATA Income from Continuing Operations(1): Basic ........................................ 1.66 .87 2.03 Diluted ...................................... 1.64 .86 2.00 Net Income(1): Basic ........................................ 1.66 .87 2.03 Diluted ...................................... 1.64 .86 2.00 Cash Dividends ................................... .285 .28 .275 Shares Outstanding* .............................. 49,980 49,626 49,383 FINANCIAL POSITION Net Working Capital* ............................. 186,250 88,720 58,861 Ratio of Current Assets to Current Liabilities ... 3.36 2.23 1.47 Investments* ..................................... 304,326 238,475 200,400 Total Assets* .................................... 1,259,492 1,109,699 1,090,430 Long-Term Debt* .................................. 50,000 50,000 50,000 Shareholders' Equity* ............................ 955,703 848,109 793,148 CAPITAL EXPENDITURES* Contract Drilling Equipment ...................... 49,774 68,639 206,794 Wells and Equipment .............................. 54,764 29,947 38,970 Real Estate ...................................... 2,880 1,435 854 Other Assets (includes undeveloped leases) ....... 24,514 22,930 19,681 Discontinued Operations .......................... -- -- -- Total Capital Outlays ............................ 131,932 122,951 266,299 PROPERTY, PLANT AND EQUIPMENT AT COST* Contract Drilling Equipment ...................... 891,749 881,269 829,217 Producing Properties ............................. 430,674 421,552 414,770 Undeveloped Leases ............................... 27,050 25,337 20,977 Real Estate ...................................... 50,649 49,065 48,451 Other ............................................ 80,268 71,139 65,120 Discontinued Operations .......................... -- -- -- Total Property, Plant and Equipment .............. 1,480,390 1,448,362 1,378,535
* 000's omitted. + Chemical operations were sold August 30, 1996. Prior year amounts have been restated to exclude discontinued operations. (1) Includes $13.6 million ($.28 per share, on a diluted basis) effect of impairment charge for adoption of SFAS No. 121 in 1995 and cumulative effect of change in accounting for income taxes of $4,000,000 ($.08 per share, on a diluted basis) in 1994. (2) See Note 13 for segment presentation of revenues. 36 37
Years Ended September 30, 1997 1996 1995 1994 ---------- ---------- ---------- ---------- REVENUES AND INCOME*(2) Contract Drilling Revenues ....................... 315,327 244,338 203,325 182,781 Crude Oil Sales .................................. 20,475 15,378 13,227 13,161 Natural Gas Sales ................................ 87,737 60,500 33,851 45,261 Gas Marketing Revenues ........................... 66,306 57,817 34,729 51,874 Real Estate Revenues ............................. 8,224 8,076 7,560 7,396 Dividend Income .................................. 5,268 3,650 3,389 3,621 Other Revenues ................................... 14,522 3,496 10,640 6,058 Total Revenues+ .................................. 517,859 393,255 306,721 310,152 Net Cash Provided by Continuing Operations+ ...... 165,568 121,420 84,010 74,463 Income from Continuing Operations ................ 84,186 45,426 5,788 17,108 Net Income ....................................... 84,186 72,566 9,751 24,971 PER SHARE DATA Income from Continuing Operations(1): Basic ........................................ 1.69 .92 .12 .35 Diluted ...................................... 1.67 .91 .12 .35 Net Income(1): Basic ........................................ 1.69 1.47 .20 .51 Diluted ...................................... 1.67 1.46 .20 .51 Cash Dividends ................................... .26 .2525 .25 .2425 Shares Outstanding* .............................. 50,028 49,771 49,529 49,420 FINANCIAL POSITION Net Working Capital* ............................. 62,837 51,803 50,038 76,238 Ratio of Current Assets to Current Liabilities ... 1.66 1.83 1.74 2.63 Investments* ..................................... 323,510 229,809 156,908 87,414 Total Assets* .................................... 1,033,595 821,914 707,061 621,689 Long-Term Debt* .................................. -- -- -- -- Shareholders' Equity* ............................ 780,580 645,970 562,435 524,334 CAPITAL EXPENDITURES* Contract Drilling Equipment ...................... 109,036 79,269 80,943 53,752 Wells and Equipment .............................. 35,024 21,142 19,384 40,916 Real Estate ...................................... 1,095 752 873 902 Other Assets (includes undeveloped leases) ....... 16,022 7,003 9,717 9,695 Discontinued Operations .......................... -- 1,581 859 618 Total Capital Outlays ............................ 161,177 109,747 111,776 105,883 PROPERTY, PLANT AND EQUIPMENT AT COST* Contract Drilling Equipment ...................... 643,619 568,110 501,682 444,432 Producing Properties ............................. 395,812 392,562 384,755 377,371 Undeveloped Leases ............................... 14,109 9,242 8,051 11,729 Real Estate ...................................... 47,682 46,970 46,642 47,827 Other ............................................ 59,659 53,547 55,655 48,612 Discontinued Operations .......................... -- -- 13,937 13,131 Total Property, Plant and Equipment .............. 1,160,881 1,070,431 1,010,722 943,102 Years Ended September 30, 1993 1992 1991 1990 ---------- ---------- ---------- ---------- REVENUES AND INCOME*(2) Contract Drilling Revenues ....................... 149,661 112,833 105,364 90,974 Crude Oil Sales .................................. 15,392 16,369 17,374 16,058 Natural Gas Sales ................................ 52,446 38,370 35,628 37,697 Gas Marketing Revenues ........................... 63,786 40,410 10,055 10,566 Real Estate Revenues ............................. 7,620 7,541 7,542 7,636 Dividend Income .................................. 3,535 4,050 5,285 7,402 Other Revenues ................................... 8,283 6,646 20,020 56,131 Total Revenues+ .................................. 300,723 226,219 201,268 226,464 Net Cash Provided by Continuing Operations+ ...... 72,493 60,414 50,006 53,288 Income from Continuing Operations ................ 22,158 8,973 19,608 45,489 Net Income ....................................... 24,550 10,849 21,241 47,562 PER SHARE DATA Income from Continuing Operations(1): Basic ........................................ .46 .19 .41 .94 Diluted ...................................... .45 .19 .41 .93 Net Income(1): Basic ........................................ .51 .22 .44 .98 Diluted ...................................... .50 .22 .44 .98 Cash Dividends ................................... .24 .2325 .23 .22 Shares Outstanding* .............................. 49,275 49,152 48,976 48,971 FINANCIAL POSITION Net Working Capital* ............................. 104,085 82,800 108,212 146,741 Ratio of Current Assets to Current Liabilities ... 3.24 3.31 4.19 3.72 Investments* ..................................... 84,945 87,780 96,471 99,574 Total Assets* .................................... 610,504 585,504 575,168 582,927 Long-Term Debt* .................................. 3,600 8,339 5,693 5,648 Shareholders' Equity* ............................ 508,927 493,286 491,133 479,485 CAPITAL EXPENDITURES* Contract Drilling Equipment ...................... 24,101 43,049 56,297 18,303 Wells and Equipment .............................. 23,142 21,617 34,741 16,489 Real Estate ...................................... 436 690 2,104 1,467 Other Assets (includes undeveloped leases) ....... 5,901 16,984 6,793 5,448 Discontinued Operations .......................... 629 158 2,594 1,153 Total Capital Outlays ............................ 54,209 82,498 102,529 42,860 PROPERTY, PLANT AND EQUIPMENT AT COST* Contract Drilling Equipment ...................... 418,004 404,155 370,494 324,293 Producing Properties ............................. 340,176 329,264 312,438 287,248 Undeveloped Leases ............................... 10,010 12,973 5,552 5,507 Real Estate ...................................... 47,502 47,286 46,671 44,928 Other ............................................ 45,085 43,153 36,423 32,135 Discontinued Operations .......................... 12,545 11,962 11,838 9,270 Total Property, Plant and Equipment .............. 873,322 848,793 783,416 703,381
37 38 ELEVEN-YEAR OPERATING REVIEW HELMERICH & PAYNE, INC.
Years Ended September 30, 2000 1999 1998 ------ ------ ------ CONTRACT DRILLING Drilling Rigs, United States................. 48 46 46 Drilling Rigs, International................. 40 44 44 Contract Wells Drilled, United States........ 335 242 242 Total Footage Drilled, United States*........ 4,058 2,938 2,938 Average Depth per Well, United States........ 12,115 12,142 12,142 Percentage Rig Utilization, United States.... 87 75 95 Percentage Rig Utilization, International.... 47 53 88 PETROLEUM EXPLORATION AND DEVELOPMENT Gross Wells Completed........................ 81 49 62 Net Wells Completed.......................... 42.7 23.9 35.7 Net Dry Holes................................ 9.1 7.1 4.2 PETROLEUM PRODUCTION Net Crude Oil and Natural Gas Liquids Produced (barrels daily)................... 2,405 1,779 1,921 Net Oil Wells Owned -- Primary Recovery...... 107.1 124 124 Net Oil Wells Owned -- Secondary Recovery.... 55.5 54 53 Secondary Oil Recovery Projects.............. 3 5 5 Net Natural Gas Produced (thousands of cubic feet daily)............ 128,204 121,206 117,431 Net Gas Wells Owned.......................... 453 439 436 REAL ESTATE MANAGEMENT Gross Leasable Area (square feet)*........... 1,652 1,652 1,652 Percentage Occupancy......................... 91 95 97 TOTAL NUMBER OF EMPLOYEES Helmerich & Payne, Inc. and Subsidiaries..... 3,606 3,440 3,340
* 000's omitted. 38 39
Years Ended September 30, 1997 1996 1995 1994 1993 1992 1991 1990 ------ ------ ------ ------ ------ ------ ------ ------ CONTRACT DRILLING Drilling Rigs, United States................. 38 41 41 47 42 39 46 49 Drilling Rigs, International................. 39 36 35 29 29 30 25 20 Contract Wells Drilled, United States........ 246 233 212 162 128 100 106 119 Total Footage Drilled, United States*........ 2,753 2,499 1,933 1,842 1,504 1,085 1,301 1,316 Average Depth per Well, United States........ 11,192 10,724 9,119 11,367 11,746 10,853 12,274 11,059 Percentage Rig Utilization, United States.... 88 82 71 69 53 42 47 50 Percentage Rig Utilization, International.... 91 85 84 88 68 69 69 45 PETROLEUM EXPLORATION AND DEVELOPMENT Gross Wells Completed........................ 100 63 59 44 42 54 45 36 Net Wells Completed.......................... 49.3 35.3 27.4 15 15.9 17.8 20.2 15.3 Net Dry Holes................................ 9.6 7.3 5.9 1.7 4.3 4.3 4.3 3.4 PETROLEUM PRODUCTION Net Crude Oil and Natural Gas Liquids Produced (barrels daily)................... 2,700 2,212 2,214 2,431 2,399 2,334 2,152 2,265 Net Oil Wells Owned -- Primary Recovery...... 133 176.9 186 202 202 220 227 223 Net Oil Wells Owned -- Secondary Recovery.... 49 63.8 64 71 71 74 55 46 Secondary Oil Recovery Projects.............. 5 12 12 14 14 14 12 12 Net Natural Gas Produced (thousands of cubic feet daily)............ 110,859 94,358 72,387 72,953 78,023 75,470 66,617 65,147 Net Gas Wells Owned.......................... 410 378 354 341 307 289 278 194 REAL ESTATE MANAGEMENT Gross Leasable Area (square feet)*........... 1,652 1,654 1,652 1,652 1,656 1,656 1,664 1,664 Percentage Occupancy......................... 95 94 87 83 86 87 86 85 TOTAL NUMBER OF EMPLOYEES Helmerich & Payne, Inc. and Subsidiaries..... 3,627 3,309 3,245 2,787 2,389 1,928 1,758 1,864
39 40
DIRECTORS OFFICERS - --------- -------- W. H. HELMERICH, III W. H. HELMERICH, III Chairman of the Board Chairman of the Board Tulsa, Oklahoma HANS HELMERICH HANS HELMERICH President and Chief Executive Officer President and Chief Executive Officer Tulsa, Oklahoma GEORGE S. DOTSON Vice President, WILLIAM L. ARMSTRONG** President of Helmerich & Payne Chairman International Drilling Co. Transland Financial Services, Inc. Denver, Colorado DOUGLAS E. FEARS Vice President and GLENN A. COX* Chief Financial Officer President and Chief Operating Officer, Retired Phillips Petroleum Company STEVEN R. MACKEY Bartlesville, Oklahoma Vice President, Secretary, and General Counsel GEORGE S. DOTSON Vice President, STEVEN R. SHAW President of Helmerich & Payne Vice President, International Drilling Co. Exploration & Production Tulsa, Oklahoma L. F. ROONEY, III* Chief Executive Officer Manhattan Construction Company Tulsa, Oklahoma EDWARD B. RUST, JR. Chairman and Chief Executive Officer State Farm Insurance Companies Bloomington, Illinois GEORGE A. SCHAEFER** Chairman and Chief Executive Officer, Retired Caterpillar Inc. Peoria, Illinois JOHN D. ZEGLIS** President AT&T Basking Ridge, New Jersey
* Member, Audit Committee ** Member, Human Resources Committee 40 EX-22 3 d82779ex22.txt SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 22 SUBSIDIARIES OF THE REGISTRANT Helmerich & Payne, Inc. Subsidiaries of Helmerich & Payne, Inc. Helmerich & Payne Properties, Inc. (Incorporated in Oklahoma) Utica Square Shopping Center, Inc. (Incorporated in Oklahoma) The Hardware Store of Utica Square, Inc. (Incorporated in Oklahoma) The Space Center, Inc. (Incorporated in Oklahoma) H&P DISC, Inc. (Incorporated in Oklahoma) Helmerich & Payne Coal Co. (Incorporated in Oklahoma) Helmerich & Payne Energy Services, Inc. (Incorporated in Oklahoma) Helmerich & Payne International Drilling Co. (Incorporated in Delaware) Subsidiaries of Helmerich & Payne International Drilling Co. Helmerich & Payne (Africa) Drilling Co. (Incorporated in Cayman Islands, British West Indies) Helmerich & Payne Drilling (Bolivia) S.A. (Incorporated in Bolivia) Helmerich & Payne (Colombia) Drilling Co. (Incorporated in Oklahoma) Helmerich & Payne (Gabon) Drilling Co. (Incorporated in Cayman Islands, British West Indies) Helmerich & Payne (Argentina) Drilling Co. (Incorporated in Oklahoma) Helmerich & Payne (Peru) Drilling Co. (Incorporated in Oklahoma) Helmerich & Payne (Peru) Drilling Co., Sucursal del Peru, Lima (Lima Branch - Incorporated in Peru) Helmerich & Payne (Peru) Drilling Co., Sucursal del Peru (Iquitos Branch - Incorporated in Peru) Helmerich & Payne (Australia) Drilling Co. (Incorporated in Oklahoma) Helmerich & Payne del Ecuador, Inc. (Incorporated in Oklahoma) Helmerich & Payne de Venezuela, C.A. (Incorporated in Venezuela) Helmerich & Payne, C.A. (Incorporated in Venezuela) Helmerich & Payne Rasco, Inc. (Incorporated in Oklahoma) H&P Finco (Incorporated in Cayman Islands, British West Indies) H&P Invest Ltd. (Incorporated in Cayman Islands), British West Indies, doing business as H&P (Yemen) Drilling Co. Subsidiary of H&P Invest Ltd. Turrum Pty. Ltd. (Incorporated in Papua, New Guinea) EX-23.1 4 d82779ex23-1.txt CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K) of Helmerich & Payne, Inc. of our report dated November 17, 2000, included in the 2000 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, 333-24211, and 333-34939) pertaining, respectively, to the 1990 Stock Option Plan, Non-Employee Directors' Stock Compensation Plan, and 1996 Stock Incentive Plan of our report dated November 17, 2000, with respect to the consolidated financial statements of Helmerich & Payne, Inc. incorporated by reference in the Annual Report (Form 10-K) for the year ended September 30, 2000. ERNST & YOUNG LLP Tulsa, Oklahoma December 27, 2000 EX-27 5 d82779ex27.txt FINANCIAL DATA SCHEDULE
5 1,000 YEAR SEP-30-2000 OCT-01-1999 SEP-30-2000 108,087 304,326 108,633 2,003 25,598 265,144 1,480,390 806,785 1,259,492 78,894 0 0 0 5,353 950,350 1,259,492 599,122 631,095 482,873 482,873 9,183 (800) 3,076 136,763 57,684 82,300 0 0 0 82,300 1.66 1.64
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