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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BARRETT RESOURCES CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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BARRETT RESOURCES CORPORATION Contact: Robert Howard
Frank Keller
NEWS RELEASE (303) 572-3900
FOR IMMEDIATE RELEASE
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BARRETT RESOURCES REPORTS
SECOND QUARTER FINANCIAL RESULTS
DENVER, COLO., July 25, 2001 -- Barrett Resources Corporation (NYSE: BRR)
reported net income of $55.1 million, or $1.61 per diluted share, for the second
quarter ended June 30, 2001, compared to a net loss of $4.0 million, or 12 cents
per diluted share, for the prior year second quarter. Cash flow before working
capital changes was $75.8 million, or $2.21 per diluted share, compared to $51.0
million, or $1.56 per diluted share, for the prior year second quarter.
For the six months ended June 30, 2001, net income was $112.1 million, or $3.27
per diluted share, compared to $3.8 million, or 11 cents per diluted share, for
the comparable 2000 period. Cash flow before working capital changes was $177.1
million, or $5.17 per diluted share, compared to $89.7 million, or $2.71 per
diluted share, for the comparable 2000 period.
Excluding non-cash mark to market income statement adjustments related to gas
sales activities that do not qualify for hedge accounting treatment, the
Company's recurring net income for the second quarter was $29.3 million, or 85
cents per diluted share, compared to $16.2 million, or 50 cents per diluted
share in 2000. For the six month period, recurring net income was $77.4 million,
or $2.26 per diluted share, compared to $24.7 million, or 75 cents per diluted
share, in 2000.
During the quarter ended June 30, 2001, the Company averaged 328 MMcf (million
cubic feet) of gas production per day and 2,937 barrels of oil per day. Total
equivalent production averaged 346 MMcfe (million cubic feet of gas equivalent)
per day, a seven percent increase from the 2000 second quarter. Natural gas
production accounted for 95 percent of total production on an energy equivalent
basis. The Piceance Basin, Powder River Basin Coal Bed Methane and Wind River
Basin properties accounted for 36, 26, and 11 percent of total equivalent
production, respectively.
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Joseph N. Jaggers, President and Chief Operating Officer stated, "The Company is
achieving on-going production growth by developing its gas properties in the
Rocky Mountains, especially in the Piceance Basin and the Powder River Basin
Coal Bed Methane project. Compared to last year's second quarter, Piceance Basin
gas production was up 28 percent to 123.1 MMcf per day and Powder River Basin
Coal Bed Methane gas production was up 37 percent to 89.3 MMcf per day."
The following table sets forth the financial highlights:
3 Months Ended 6 Months Ended
-------------------------- ---------------------------
06/30/01 06/30/00 Change 06/30/01 06/30/00 Change
-------------------------- ---------------------------
Production revenue (millions) $112.7 $ 82.6 36 % $274.1 $150.0 83 %
Natural gas production (Bcf) 29.9 28.0 7 % 59.0 56.8 4 %
Average gas sales price ($/Mcf) $ 3.57 $ 2.74 30 % $ 4.46 $ 2.43 84 %
Oil production (MBbls) 267 231 16 % 488 462 6 %
Average oil sales price ($/Bbls) $23.17 $24.94 (7)% $23.49 $25.05 (6)%
Net income per share $ 1.61 $(0.12) NM $ 3.27 $ 0.11 2,873 %
Recurring net income per share,
excluding mark to market $ 0.85 $ 0.50 70 % $ 2.26 $ 0.75 201 %
Cash flow per share, before
working capital changes $ 2.21 $ 1.56 42 % $ 5.17 $ 2.71 91 %
At June 30, 2001, the Company had cash of $26 million, total assets of $1.1
billion, and total debt of $284 million.
Following a cash tender offer that was completed on June 12, 2001, The Williams
Companies, Inc. (NYSE:WMB) beneficially owns approximately fifty percent of the
outstanding shares of Barrett Resources. A special meeting of shareholders will
be held on Thursday, August 2, 2001 to approve the merger agreement entered into
by Barrett Resources, Williams and Resources Acquisition Corp., a wholly owned
subsidiary of Williams, on May 7, 2001. Upon completion
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of the merger, each remaining Barrett Resources share, other than shares held by
Williams or Resources Acquisition, will be converted into 1.767 shares of
Williams common stock. The merger is expected to be completed within two days of
the special meeting.
Stockholders of Barrett Resources and other investors may read the proxy
statement/prospectus that is included in the registration statement on Form S-4
filed by Williams in connection with the merger. These materials contain
important information about Barrett Resources, Williams, the merger, the people
soliciting proxies relating to the merger, their interests in the merger and
related matters.
In addition to the registration statement and the proxy statement/prospectus
filed in connection with the merger, Williams and Barrett Resources file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any reports, statements or other information filed by
Barrett Resources or Williams at the SEC Public Reference Rooms at 450 Fifth
St., N.W., Washington, D.C. 20549 or at any of the SEC's other public reference
rooms in New York and Chicago. Please call the SEC at (800) SEC-0330 for further
information on the public reference rooms. Williams' and Barrett Resource's
filings with the SEC are also available to the public from commercial
document-retrieval services and at the web site maintained by the SEC at
www.sec.gov. Free copies of the proxy statement/prospectus, and these other
documents may also be obtained from (1) Williams by directing a request through
the investor relations portion of Williams' website at www.williams.com or by
mail to Williams, One Williams Center, 50th Floor, Tulsa, Okla., 74172,
Attention: Investor Relations, Telephone: (800) 600-3782 or (2) Barrett
Resources by directing a request through Carol Bickerton at (303) 572-3900.
Barrett Resources is a Denver-based independent natural gas and oil exploration
and production company that is also involved in gas gathering, marketing and
trading activities. Barrett's properties are focused primarily in the Rocky
Mountain region of Colorado, Wyoming and Utah, the Mid-Continent area of Kansas,
and Oklahoma and the Gulf of Mexico region of offshore Texas and Louisiana. For
additional information about Barrett, please visit our Web site at www.brr.com.
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FORWARD-LOOKING STATEMENTS
This press release may contain projections and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Any such projections or statements include the Company's current views
with respect to future events and financial performance. No assurances can be
given, however, that these events will occur or that such projections will be
achieved and actual results could differ materially from those projected. A
discussion of important factors that could cause actual results to differ
materially from those projected is included in the Company's periodic reports
filed with the Securities and Exchange Commission.
Encl.: A.) Income Statement
B.) Balance Sheet
C.) Statements of Cash Flows
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BARRETT RESOURCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
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June 30, June 30, June 30, June 30,
2001 2000 2001 2000
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Operating revenues:
Oil and gas production $ 112,678 $ 82,586 $ 274,108 $ 149,788
Other income 3,007 1,279 6,560 3,186
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115,685 83,865 280,668 152,974
Operating expenses:
Lease operating expense 8,712 5,019 18,354 10,410
Transportation and gathering 10,647 8,251 21,219 14,754
Production tax 10,479 6,279 26,820 12,243
Depreciation, depletion and amortization 29,913 25,093 56,222 50,304
General and administrative 5,959 5,888 11,562 13,713
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65,710 50,530 134,177 101,424
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Operating income 49,975 33,335 146,491 51,550
Other income and (expense):
Interest income 748 269 1,119 476
Interest expense (4,816) (6,006) (10,582) (12,103)
Trading activities, net 45,111 (34,086) 48,551 (33,788)
Other (2,106) -- (4,714) --
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38,937 (39,823) 34,374 (45,415)
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Income (loss) for the period before income tax 88,912 (6,488) 180,865 6,135
Provision for (benefit from) income taxes 33,778 (2,465) 68,720 2,332
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Net income (loss) for the period $ 55,134 $ (4,023) $ 112,145 $ 3,803
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Net income (loss) per share and common
share equivalent - diluted $ 1.61 $ (0.12) $ 3.27 $ 0.11
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Recurring net income per share and common
share equivalent - diluted $ 0.85 $ 0.50 $ 2.26 $ 0.75
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Weighted average number of shares of common stock
and common stock equivalents - diluted 34,340 32,799 34,267 33,088
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A.
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BARRETT RESOURCES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
ASSETS
June 30, December 31,
2001 2000
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(Unaudited)
Current assets:
Cash and cash equivalents $ 25,977 $ 25,454
Receivables, net 105,527 297,766
Gas inventory held for sale, at market 8,511 27,418
Unrealized gains on mark to market transactions 10,798 --
Other current assets 25,997 29,042
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Total current assets 176,810 379,680
Property and equipment, net 935,304 869,606
Other assets, net 8,264 4,547
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$1,120,378 $1,253,833
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 75,008 $ 234,739
Amounts payable to oil and gas
property owners 11,733 18,672
Production taxes payable 50,284 39,229
Accrued and other liabilities 21,368 20,917
Unrealized losses on mark to market
transactions 25,725 47,745
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Total current liabilities 184,118 361,302
Long term debt 276,873 406,269
Unrealized losses on mark to market transactions 41,420 31,446
Other long-term liabilities 20,000 --
Deferred income taxes 96,513 39,003
Stockholders' equity:
Preferred stock, $.001 par value: 1,000,000
shares authorized, none outstanding -- --
Common stock, $.01 par value: 45,000,000
shares authorized, 33,461,004 outstanding
(33,394,063 at December 31, 2000) 335 334
Additional paid-in capital 299,333 296,043
Retained earnings 231,581 119,436
Accumulated other comprehensive loss (29,532) --
Treasury stock, at cost (263) --
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Total stockholders' equity 501,454 415,813
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$1,120,378 $1,253,833
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B.
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BARRETT RESOURCES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended Six Months Ended
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June 30, June 30, June 30, June 30,
2001 2000 2001 2000
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Cash flows from operations:
Net income (loss) $ 55,134 $ (4,023) $ 112,145 $ 3,803
Adjustments needed to reconcile to
net cash flow provided by operations:
Depreciation, depletion and amortization 30,120 25,195 56,633 50,507
Unrealized (gain) loss on mark to market transactions (41,668) 32,691 (56,043) 33,720
Deferred income taxes 32,813 (2,988) 65,917 1,557
Other non-cash items (603) 148 (1,547) 148
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75,796 51,023 177,105 89,735
Change in current assets and liabilities:
Accounts receivable 71,992 (40,207) 192,239 (86,771)
Other current assets (3,208) (30,053) 18,348 (32,236)
Accounts payable (72,344) 29,974 (159,731) 66,710
Amounts due oil and gas owners (1,411) (644) (6,939) 3,099
Production taxes payable 6,245 3,550 11,055 6,671
Accrued and other liabilities 1,926 2,194 406 (314)
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Net cash flow provided by operations 78,996 15,837 232,483 46,894
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Cash flows from investing activities:
Proceeds from sale of oil and gas properties 391 25,669 640 42,046
Acquisition of property and equipment (58,380) (43,105) (122,905) (132,760)
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Net cash flow used in investing activities (57,989) (17,436) (122,265) (90,714)
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Cash flows from financing activities:
Proceeds from issuance of common stock 597 8,080 2,523 8,483
Proceeds from long-term debt 66,000 55,060 130,000 113,060
Payments on long-term debt (84,456) (56,610) (257,299) (85,419)
Other (1) -- 15,081 --
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Net cash flow (used in) provided by financing activities (17,860) 6,530 (109,695) 36,124
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Increase (decrease) in cash and cash equivalents 3,147 4,931 523 (7,696)
Cash and cash equivalents at beginning of period 22,830 8,007 25,454 20,634
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Cash and cash equivalents at end of period $ 25,977 $ 12,938 $ 25,977 $ 12,938
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C.