SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2002
McMoRan Exploration Co.
Delaware 001-07791 72-1424200
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
1615 Poydras Street
New Orleans, Louisiana 70112
Registrant's telephone number, including area code: (504) 582-4000
Item 2. Acquisition or Disposition of Assets.
- ---------------------------------------------
On June 14, 2002, our wholly owned subsidiary, Freeport-McMoRan
Sulphur LLC, sold substantially all of its assets used in its
sulphur transportation and terminaling business to Gulf Sulphur
Services Ltd., LLP, a new joint venture owned by IMC Global Inc.
(IMC) and Savage Industries Inc. (Savage). In connection with
the sale, we also settled all pending litigation and disputes
between IMC and us and terminated our contract to supply sulphur
to IMC. We used the $58 million in gross proceeds from these
tranactions to reduce debt under our sulphur credit facility to
approximately $8.0 million and to satisfy the remaining working
capital requirements of the sulphur operations. We repaid the
remaining the remaining amounts outstanding under our sulphur
credit facility on June 21, 2002 (see Item 5 below) and
terminated that facility. We anticipate that the sale of the
sulphur transportation and terminaling assets will result in an
approximate $2.0 million loss, which will be included in our
second-quarter 2002 statement of operations within the caption
"income (loss) from discontinued sulphur operations."
The assets sold to Gulf Sulphur Services, which will be
operated by Savage, include Freeport Sulphur's terminal
facilities at Galveston, Texas, its terminals at Pensacola and
Tampa, Florida, its marine transportation assets, and other
assets and commercial contracts associated with its sulphur
transportation and terminaling business. The terminal at
Freeport-Sulphur's Port Sulphur, Louisiana facility was not
included in the sale and is being marketed separately.
Item 5. Other Events and Regulation FD Disclosure.
- ---------------------------------------------------
We also announce that Offshore Specialty Fabricators Inc. (OSFI),
has substantially completed its dismantlement and removal
(reclamation) activities of our Caminada sulphur facilities
pursuant to the fixed cost contracts signed in the first quarter
of 2002. We expect OSFI will commence its reclamation activities
at our Main Pass sulphur facilities during the third quarter of
2002. We expect to record an approximate $5.0 million gain
during the second quarter of 2002 associated with OSFI's
completion of the Caminada reclamation work. The gain will be
included within the caption "income (loss) from discontinued
sulphur operations."
On June 21, 2002, we completed a $35 million public offering of
1.4 million shares of 5% convertible preferred stock. The net
proceeds of approximately $33.5 million from the offering, after
issuance expenses, were used to repay the remaining borrowings
outstanding under the sulphur bank credit facility, with the
remainder to be used to fund our working capital requirements and
for other corporate purposes (see Exhibit 99.1).
Item 7. Financial Statements and Exhibits.
(a) Financial statements of the assets sold. Not applicable.
(b) Pro forma financial information. McMoRan re-filed its
audited consolidated balance sheets as of December 31, 2001 and
2000 and the related audited statements of operations, cash flow
and changes in stockholders' equity for each of the three years
ending December 31, 2001 to reclassify its sulphur operations as
discontinued operations (see Current Report on Form 8-K dated May
31, 2002 (filed June 10, 2002)). In addition, McMoRan's First-
Quarter 2002 Form 10-Q included its unaudited condensed balance
sheet as of March 31, 2002 and the related unaudited statements
of operations and cash flows for the three months ending March
31, 2002 and 2001, presenting its sulphur operations on a
discontinued operations basis. The pro forma consolidated balance
sheet of McMoRan as of March 31, 2002 and the related footnote to
the consolidated balance sheet filed as part of this report can
be found beginning on Page F-1 hereof.
(c) Exhibits. The exhibits to this report are listed in the
Exhibit Index appearing on page E-1 hereof.
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SIGNATURE
------------------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
McMoRan Exploration Co.
By: /s/ C. Donald Whitmire, Jr.
----------------------------
C. Donald Whitmire, Jr.
Vice President & Controller -
Financial Reporting
(authorized signatory and
Principal Accounting Officer)
Date: June 28, 2002
S-1
McMoRan Exploration Co.
Exhibit Index
Exhibit
Number
10.1 Purchase and Sales agreement dated March 29, 2002, by
and among Freeport-McMoRan Sulphur LLC, McMoRan Exploration
Co., McMoRan Oil & Gas LLC and Gulf Sulphur Services Ltd.
LLP. (Incorporated by reference to Exhibit 10.37 to McMoRan
First-Quarter 2002 Form 10-Q).
99.1 Press release dated June 21, 2002 entitled "McMoRan
Exploration Co. Completes Sale of $35 Million 5% Convertible
Preferred Stock."
E-1
McMoRan Exploration Co.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
March 31, 2002
Resolution
of
Caminada Sale of
Reclamation Sulphur Equity Pro Forma
Historical Obligation Assets Offering Total
--------- ----------- --------- --------- ---------
ASSETS
Cash and cash
equivalents $ 9,200 $ - $ - $ - $ 9,200
Accounts receivable 8,371 - - - 8,371
Inventories 413 - - - 413
Prepaid expenses 233 - - - 233
Current assets from
discontinued sulphur
operations, excluding cash 13,892 - (3,994) - 9,898
--------- -------- --------- -------- --------
Total current assets 32,109 - (3,994) - 28,115
Property, plant and
equipment, net 65,445 - - - 65,445
Sulphur business assets, net 53,961 (1,861) (51,745) - 355
Other assets 3,766 - - - 3,766
--------- -------- --------- -------- --------
Total assets $ 155,281 $ (1,861) $ (55,739) $ - $ 97,681
========= ======== ========= ======== ========
LIABILITIES AND STOCKHOLDERS
EQUITY(DEFICIT)
Accounts payable and
accrued liabilities $ 32,297 $ - $ - $(22,376) $ 9,921
Current portion of:
Sulphur credit facility 56,000 - (48,000) (8,000) -
Accrued oil and gas
reclamation costs 601 - - - 601
Accrued sulphur
reclamation costs 7,486 (6,886) - - 600
Current liabilities from
discontinued sulphur
operations 18,761 - (5,739) (3,124) 9,898
Other 689 - - - 689
--------- -------- --------- -------- --------
Total current liabilities 115,834 (6,886) (53,739) (33,500) 21,709
Accrued sulphur
reclamation costs 48,801 - - - 48,801
Accrued oil and gas
reclamation costs 18,245 - - - 18,245
Other long-term liabilities 35,889 - - - 35,889
Redeemable preferred stock - - - 33,500 33,500
Stockholders' equity
(deficit) (63,488) 5,025 (2,000) - (60,463)
--------- -------- --------- -------- --------
Total liabilities and
stockholders' equity
(deficit) $ 155,281 $ (1,861) $ (55,739) $ - $ 97,681
========= ======== ========= ======== ========
The accompanying note is an integral part of this pro forma
financial statement.
F-1
McMoRan Exploration Co.
Note to the Unaudited Pro Forma Consolidated Balance Sheet
The Unaudited Pro Forma Condensed Balance Sheet assumes the
referenced transactions occurred on March 31, 2002. The pro
forma financial statements are not necessarily indicative of the
actual results that would have been achieved nor are they
indicative of future results.
On June 14, 2002, Freeport-McMoRan Sulphur LLC, a wholly
owned subsidiary of McMoRan, sold substantially all of its
sulphur transportation and terminaling assets to Gulf Sulphur
Services Ltd. LLP, a joint venture owned by IMC Global Inc. and
Savage Industries Inc., for $58.0 million. Immediately upon
the closing of the transaction, Freeport Sulphur reduced the
amounts outstanding under its revolving credit facility to $8.0
million and it will use the remaining proceeds to satisfy its
sulphur working capital requirements.
McMoRan anticipates that it will incur a loss of
approximately $2.0 million as a result of the sulphur asset sales
transaction, which will be reflected in McMoRan's historical
results of operations in the second quarter of 2002 within the
caption "income (loss from discontinued operations." McMoRan
also expects to record an approximate $5.0 million gain in the
second quarter of 2002 to reflect the substantial completion of
the dismantlement and removal (reclamation) of the Caminada
sulphur mine facilities.
On June 21, 2002, McMoRan completed an equity offering of
1.4 million shares of its 5% convertible preferred stock, par
value $25 per share. McMoRan's net proceeds of approximately
$33.5 million, after issuance costs totaling $1.5 million
including underwriting costs of $1.1 million, were used to repay
the remaining amounts under the sulphur bank credit facility,
with the remaining proceeds to be used to meet McMoRan's working
capital requirements and for other general corporate purposes.
McMoRan included the following other assumptions in the
preparation of the Unaudited Pro Forma Consolidated Balance
Sheet:
* Reduction of the sulphur credit facility to $8.0 million
using a portion of the $58.0 million of gross sales proceeds
* Reduced the sulphur business assets by $51.8 million to
reflect the transfer of the assets to Gulf Sulphur Services.
* Reduced certain current assets from discontinued sulphur
operations because they will not be realized as a result of the
transaction.
* Reduced the current liabilities from discontinued sulphur
operations to reflect the anticipated payment of amounts owed to
vendors using the remaining proceeds from the sale of the sulphur
transportation and terminaling assets.
* Reduced the sulphur business assets for the net book value
of the assets conveyed to a third party for its reclamation
services at Caminada ($1.9 million).
* Reduced the current sulphur reclamation obligation by $6.9
million to reflect the substantial completion of the reclamation
activities at Caminada.
* Eliminated the remaining sulphur debt with a portion of the
proceeds from the equity offering and used the remainder of the
proceeds to repay a portion of McMoRan's current liabilities.
F-2