UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D C 20549

 

Form 11-K

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to

 

Commission file number 001-31446

 

A.Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

CIMAREX ENERGY CO. 401(k) PLAN

 

B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

CIMAREX ENERGY CO.

1700 Lincoln Street, Suite 3700, Denver, Colorado 80203

 

 

 

 

 

 

Cimarex Energy Co.

401(k) Plan

 

Financial Statements

and Supplemental Schedule

As of December 31, 2020 and 2019

and for the Year Ended December 31, 2020

 

 

 

 

Cimarex Energy Co.

401(k) Plan

 

Contents

 

Reports of Independent Registered Public Accounting Firms  1-3
    
Financial Statements   
    
Statements of Net Assets Available for Plan Benefits – December 31, 2020 and 2019  4
    
Statement of Changes in Net Assets Available for Plan Benefits – For the Year Ended December 31, 2020  5
    
Notes to Financial Statements  6-15
    
Supplemental Schedule   
    
Form 5500 – Schedule H, Part IV, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2020  16

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Plan Administrator and Participants

Cimarex Energy Co. 401(k) Plan

Denver, Colorado

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of net assets available for plan benefits of the Cimarex Energy Co. 401(k) Plan (the “Plan”) as of December 31, 2020, the related statement of changes in net assets available for plan benefits for the year then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2020, and the changes in net assets available for plan benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

1

 

 

Supplemental Information

 

The supplemental information in the Schedule of Assets (Held at End of Year) as of December 31, 2020, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ BDO USA, LLP

 

We have served as the Plan’s auditor since 2021.

 

Denver, Colorado

 

June 24, 2021

 

2

 

  

Report of Independent Registered Public Accounting Firm

 

To the Plan Administrator and Participants

Cimarex Energy Co. 401(k) Plan

Denver, Colorado

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of net assets available for plan benefits of the Cimarex Energy Co. 401(k) Plan (the “Plan”) as of December 31, 2019, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ ACM LLP

 

We served as the Plan’s auditor from 2003 through 2021

 

Denver, Colorado

 

June 12, 2020

 

3

 

 

Financial Statements

 

 

 

 

 

 

Cimarex Energy Co.

401(k) Plan

 

Statements of Net Assets Available for Plan Benefits

 

December 31,  2020   2019 
Assets:          
Investments, at fair value:          
Registered investment companies  $256,782,929   $234,263,947 
Cimarex Energy Co. Common Stock   15,394,517    16,770,922 
           
Total investments, at fair value   272,177,446    251,034,869 
Receivables:        
Notes receivable from participants   1,707,627    1,951,299 
           
Net assets available for plan benefits  $273,885,073   $252,986,168 

 

The accompanying notes are an integral part of these financial statements.

 

4

 

 

Cimarex Energy Co.

401(k) Plan

 

Statement of Changes in Net Assets Available for Plan Benefits

 

For the Year Ended December 31,  2020 
Investment income:     
Net appreciation in fair value of investments  $23,693,983 
Interest and dividends   6,908,252 
      
Total investment income   30,602,235 
      
Additions to net assets attributed to:     
Contributions:     
Participant   10,195,298 
Employer match, net of forfeitures   7,812,883 
Participant rollover   529,990 
Interest earned on notes receivable from participants   108,526 
      
Total additions   18,646,697 
      
Deductions from net assets attributed to:     
Benefits paid to participants, including loans deemed distributed   28,200,172 
Administrative expenses   149,855 
      
Total deductions   28,350,027 
      
Net increase   20,898,905 
      
Net assets available for plan benefits, beginning of year   252,986,168 
      
Net assets available for plan benefits, end of year  $273,885,073 

 

The accompanying notes are an integral part of these financial statements.

 

5

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

1.plan description

 

The following is a brief description of the Cimarex Energy Co. 401(k) Plan (the “Plan”) and is provided for general information only. Participants should refer to the Plan Document or Summary Plan Description for a more complete description of the Plan’s provisions.

 

The Plan was established by Cimarex Energy Co. (the “Company” or “Cimarex”) in 2002, and amended effective March 1, 2019. The Plan was established to provide incentives and security for the employees of the Company and their beneficiaries. The Plan is intended to be a defined contribution plan with profit sharing provisions.

 

In April 2020 the Plan elected to adopt the following provisions of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Plan permitted coronavirus related distributions (“CRD”) up to $100,000 through December 30, 2020. All participants, regardless of employment status, were allowed to apply for a CRD and all fund sources were made available for CRDs, subject to spousal consent if applicable. CRDs were not subject to the 10% penalty that otherwise would have been applicable for distributions taken before age 59½. Plan loan limits were also increased to the lesser of $100,000 or 100% of the vested account balance for participant loans taken prior to September 24, 2020.

 

General

 

The Plan is a defined contribution plan covering employees of Cimarex. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is not covered by the Pension Benefit Guaranty Corporation.

 

Trustee and Recordkeeper of the Plan

 

The trustee of the Plan is Vanguard Fiduciary Trust Company (the “Trustee” or “Vanguard”). The Trustee holds all assets of the Plan in accordance with provisions of the agreement with the Company. Vanguard is also the recordkeeper of the Plan.

 

6

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

1.plan description (continued)

 

Eligibility

 

All non-excludable employees of the Company who have attained the age of 18 are eligible to participate in the Plan upon date of hire. Excludable employees include leased employees, members of a collective bargaining unit, commissioned salespersons, independent contractors and non-resident aliens. Employees may enter the Plan on the first day of each calendar month after meeting plan requirements. A participant may modify his/her deferral election at the times determined by the Plan Administrator.

 

Contributions

 

The contributions (participant and Company) for the plan year are subject to certain limitations imposed by the Internal Revenue Code (“IRC”) and the Plan’s terms.

 

A participant may enter into a salary reduction agreement with the Company whereby the amount withheld is contributed to the Plan during the plan year on behalf of each participant (as an employee’s elective 401(k) deferred salary contribution or as a Roth after tax contribution). In no event shall the portion of earnings to be deferred be less than 1% of the participant’s earnings nor more than 100% of the participant’s pre-tax annual compensation, as defined in the Plan Document, subject to annual IRC dollar limits ($19,500 for 2020). The Plan also allows catch-up contributions for participants age 50 or over based on IRC limitations ($6,500 for 2020).

 

The Company may make a matching contribution to the Plan during the plan year, on behalf of each participant, equal to 100% of the contributions made by the participant. In no event shall the Company’s matching contribution, on behalf of a participant, exceed the match percentage approved by the Company’s Board of Directors, which was up to 7% of each participant’s eligible compensation for 2020. The matching contribution is also subject to the IRC annual compensation limit ($285,000 for 2020). Catch-up contributions are not matched by the Company.

 

7

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

1.plan description (continued)

 

The Plan also allows for a profit sharing contribution by the Company. The Company did not make a profit sharing contribution for the year ended December 31, 2020. Employees are eligible to receive the profit sharing contribution if they meet the plan entry requirements, are employed on the last day of the plan year and have a minimum of 500 hours of service in the plan year. For employees who terminated employment due to death, disability or had attained age 62, the requirement for employment on the last day of the year and 500 hour service requirement do not apply.

 

Employees can make rollover contributions from other qualified plans if certain criteria are met as outlined in the Plan Document.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, profit sharing contributions (if any), and earnings and losses on investments, and is charged with the participant’s withdrawals and distributions on a daily basis. The investment earnings or losses are allocated to each participant’s account in the proportion that the balance of each participant’s account bears to the total balance of all participants in each investment fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Participants may elect to transfer balances between investment funds within their account at any time.

 

Investment Options

 

Participants may direct the investment of their account balance into various investment options offered by the Plan. Currently, the Plan offers various investment options in registered investment companies and a Cimarex Energy Co. common stock fund. Participants may change their investment directions at any time, subject to such restrictions and procedures as established by the recordkeeper, the Plan and Cimarex. Employee-participants are not permitted to trade Cimarex stock while in possession of material, undisclosed information about the Company.

 

8

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

1.plan description (continued)

 

Notes Receivable from Participants

 

Other than for participant loans issued under provisions of the CARES Act adopted by the Plan as discussed above, an employee may borrow the lesser of $50,000 or one-half of their vested account balance. Participants may not have more than one loan outstanding at any time and the minimum original loan amount is $1,000. Participants may not apply for another loan within six months of the date on which the previous loan was paid in full. The maximum loan term is five years, except for a loan to acquire a participant’s principal residence, which may have a term of up to ten years. A participant’s loan shall become due and payable if such participant fails to make a principal and/or interest payment as provided in the loan agreement, subject to a short grace period. The loans are secured by the balance in the participant’s account, and bear interest at a rate of 1% above prime rate. Interest rates for the loans outstanding, as of December 31, 2020 range from 4.25% to 6.5%. Principal and interest are paid ratably through payroll deductions.

 

Vesting

 

A participant is always 100% vested in that portion of his/her account attributable to 401(k) deferred salary contributions, Roth contributions, catch-up contributions and rollover contributions. Vesting for that portion of the participant’s account attributable to Company contributions is based on years of credited service as defined by the Plan Document, in accordance with the following schedule:

 

Completed years of credited service with the Company   Vested Percentage 
1    25%
2    50%
3    75%
4 or more    100%

 

Participants also become fully vested in their accounts upon reaching normal retirement age (62), death or disability.

 

9

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

1.plan description (continued)

 

Forfeitures

 

When a participant terminates employment with the Company, any unvested portion of the participant’s account attributable to Company contributions is forfeited and retained by the Plan in a forfeiture account, which can be used to reduce future Company contributions. At December 31, 2020 and 2019, the Plan held $934,514 and $335,899, respectively, in the forfeiture account. Forfeitures of $150,000 were used in 2021 to fund a portion of the Company’s 2020 matching contributions.

 

Plan Expenses

 

Loan origination and annual fees are paid by participants who take out loans. Participants that elect to participate in the managed account service provided by Vanguard pay managed account fees. A quarterly fee is deducted from the accounts of participants who are no longer employed by the
Company. During the year ended December 31, 2020, expenses of $149,855 were paid by or allocated to participants. All other administrative expenses of the Plan are paid by the Company and are excluded from these financial statements.

 

Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan, subject to the provisions of ERISA. In the event the Plan is terminated, all participant accounts would immediately become fully vested and the assets would be distributed among the participants in accordance with the terms set forth in the Plan.

 

Payment of Benefits

 

In addition to CRDs issued under provisions of the CARES Act adopted by the Plan as discussed above, upon termination of service, death, disability or attainment of the normal retirement age (62), a participant may elect to receive a lump-sum distribution equal to the vested value of the participant’s account, or transfer the vested balance to another qualified retirement plan or individual retirement account. Immediate lump-sum distributions are to be made to terminated participants if the participant’s vested account balance, net of rollover contributions, is $1,000 or less. Participants may request to receive Company stock held in their account as an in-kind distribution. Participants may also take certain voluntary in-service withdrawals and hardship withdrawals if certain criteria are met.

 

10

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

1.plan description (continued)

 

Voting Rights of Company Common Stock

 

The Trustee holds the shares of Cimarex Energy Co. Common Stock on behalf of the Plan. Each participant or beneficiary of a deceased participant shall have the right to direct the Trustee as to the manner of voting and the exercise of all other rights which a shareholder of record has with respect to shares of Company stock which have been allocated to the participant’s account including, but not limited to, the right to sell or retain shares in a public or private tender offer. Participants direct the Trustee to vote by submission of timely participant directions. Shares held by Vanguard for which timely participant directions are not received are voted in the same proportion as the shares for which the Trustee received timely participant directions, except in the case where to do so would be inconsistent with the provisions of Title I of ERISA.

 

2.Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared using the accrual method of accounting.

 

Use of Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material.

 

Valuation of Investments and Income Recognition

 

The Plan’s investments are stated at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for fair value measurements.

 

Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. The net appreciation (depreciation) in the fair value of investments consists of the realized gains (losses) and the unrealized appreciation (depreciation) on those investments.

 

11

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

2.    Summary of Significant Accounting Policies (continued)

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance; any accrued and unpaid interest was de minimis. Delinquent notes receivable are reclassified as distributions based upon the terms of the Plan Document.

 

Payment of Benefits

 

Benefits are recorded when paid. As of December 31, 2020 and 2019, there were no distributions requested that had not been paid.

 

Contributions

 

Participant contributions and related matching contributions are recorded in the period payroll deductions are made. Profit sharing contributions are recorded for the year to which they apply.

 

3.    FAIR VALUE MEASUREMENTS

 

Accounting Standards Codification 820, Fair Value Measurement, established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for an asset or liability.

 

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2020 and 2019.

 

Registered Investment Companies: Valued at quoted market prices in active markets that the Plan has the ability to access, which represent the net asset value of shares held by the Plan at year-end and are Level 1 investments.

 

Cimarex Energy Co. Common Stock: Valued at year-end closing price reported on the active market on which the securities are traded and are Level 1 investments.

 

12

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

3.    FAIR VALUE MEASUREMENTS (CONTINUED)

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured on a recurring basis as of December 31, 2020:

 

   Level 1   Level 2   Level 3   Total 
Registered investment companies   $256,782,929   $-   $-   $256,782,929 
Common stock:                    
Cimarex stock   15,394,517    -    -    15,394,517 
                     
Total investments, at fair value  $272,177,446   $-   $-   $272,177,446 

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets measured on a recurring basis as of December 31, 2019:

 

   Level 1   Level 2   Level 3   Total 
Registered investment companies   $234,263,947   $-   $-   $234,263,947 
Common stock:                    
Cimarex stock   16,770,922    -    -    16,770,922 
                     
Total investments, at fair value  $251,034,869   $-   $-   $251,034,869 

 

4.    Income Tax Status

 

The prototype plan, which the Company adopted January 1, 2015, obtained its latest opinion letter on May 28, 2014. The Internal Revenue Service (“IRS”) has stated that the prototype plan is qualified and the related trust is tax-exempt.

 

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded, as of December 31, 2020 and 2019, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits in progress for any tax periods.

  

13

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

5.    Related Party/ Party-In-Interest Transactions

 

The Plan invests in shares of registered investment companies managed by an affiliate of Vanguard. Vanguard acts as trustee and recordkeeper for the Plan. During the plan year ended December 31, 2020, annual administrative fees of $149,855 were paid to Vanguard. The Plan also issues loans to participants which are secured by the vested portion of the participant’s accounts.

 

The Plan also invests in Cimarex Energy Co. common stock, common stock of the plan sponsor, which also qualifies as a related party transaction. During the plan year ended December 31, 2020, the net loss on investment in Cimarex common stock was $2,795,867 (net of $344,837 dividends reinvested), purchases of Cimarex common stock were $3,933,024 and sales of Cimarex common stock were $2,118,144. As of December 31, 2020 and 2019, the Plan held 410,411 and 319,507 shares of Cimarex common stock at a value of $15,394,517 and $16,770,922, respectively, along with the investment in the Vanguard Federal Money Market Fund of $76,167 and $25,586, respectively, in the Cimarex Energy Co. Common Stock Fund. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.

 

6.    Concentrations, Risks and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risk. Additionally, the value, liquidity and related income of the investment securities are sensitive to changes in economic conditions, including delinquencies or defaults, and may be adversely affected by shifts in the market’s perceptions of the issuers and changes in interest rates. Shares of the Company’s common stock are also exposed to the same risks as well as risks specific to the Company, which are detailed in the Company’s filings with the Securities and Exchange Commission. Investment in the Company’s common stock represents 6% and 7% of the net assets available for plan benefits as of December 31, 2020 and 2019, respectively. Due to the level of risk associated with certain investment securities all of which may be amplified by the COVID-19 pandemic and its unpredictable nature, the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in value in the near term would materially affect the amounts reported in the statement of net assets available for plan benefits and participants’ accounts.

 

14

 

 

Cimarex Energy Co.

401(k) Plan

 

Notes to Financial Statements

 

6.    CONCENTRATIONS, RISKS AND UNCERTAINTIES (CONTINUED)

 

Additionally, certain registered investment companies’ investments are invested in the securities of foreign companies, which involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies.

 

7.    reconciliation of financial statements to form 5500

 

Participant loans are reported as notes receivable from participants in the accompanying financial statements as required by current authoritative accounting guidance; however, for Form 5500 purposes and reporting on the supplemental Schedule of Assets (Held at End of Year) they are shown as investments, as required by IRS and DOL regulations.

 

8.    Subsequent events

 

On March 5, 2021 forfeitures of $921,297 were used to fund a portion of the Company’s 2021 matching contributions.

 

On May 24, 2021 the Company announced that it has entered into a definitive agreement to combine with Cabot Oil & Gas Corporation ("Cabot") (NYSE: COG) in an all-stock merger of equals. The transaction is expected to close in the fourth quarter of 2021, subject to regulatory clearance, the approval of Cabot and Cimarex common shareholders and the satisfaction of other customary closing conditions. No decisions have been made regarding the impact of the merger on the Plan. The Plan Administrator has evaluated subsequent events through June 24, 2021, which is the date the financial statements were available to be issued. There were no other events or transactions discovered during this evaluation that require recognition or disclosure in the financial statements.

  

15

 

 

Supplemental Schedule

 

 

 

 

Cimarex Energy Co.

401(k) Plan

 

Form 5500 - Schedule H, Part IV, Line 4i - Schedule of Assets

(Held at End of Year) – December 31, 2020

 

    EIN: 45-0466694
Plan Number: 001

 

(a)  (b)
Identity of Issue, Borrower, Lessor or
Similar Party
  (c)
Description of
Investment
  (d)
Shares/
Units
   (e)
Cost
  (f)
Current
Value
 
*  Vanguard Federal Money Market Fund  Registered Investment Company   14,853,768.620   (1)  $14,853,769 
   American Funds EuroPacific Growth Fund  Registered Investment Company   88,937.239   (1)   6,163,351 
   PIMCO Total Return Fund Institutional Class  Registered Investment Company   182,203.846   (1)   1,931,361 
*   Vanguard Growth Index Fund Institutional Shares  Registered Investment Company   145,332.005   (1)   18,961,467 
*  Vanguard Institutional Index Fund  Registered Investment Company   90,478.992   (1)   29,991,071 
*  Vanguard Short-Term Investment-Grade Fund Admiral Shares  Registered Investment Company   223,808.845   (1)   2,468,612 
*  Vanguard Small-Cap Index Fund Signal Shares  Registered Investment Company   145,167.375   (1)   13,532,503 
*  Vanguard Intermediate-Term Treasury Fund Admiral Shares  Registered Investment Company   929,356.642   (1)   10,873,473 
*  Vanguard Mid-Cap Index Fund Admiral Shares  Registered Investment Company   129,299.231   (1)   7,323,508 
*   Vanguard Total International Stock Index Fund Institutional Shares  Registered Investment Company   111,405.736   (1)   14,459,351 
*   Vanguard Total Bond Market Index Fund Institutional Shares  Registered Investment Company   752,947.080   (1)   8,749,245 
*  Vanguard Wellington Fund Admiral Shares  Registered Investment Company   228,484.904   (1)   17,501,944 
*  Vanguard Windsor II Fund Admiral Shares  Registered Investment Company   145,525.370   (1)   9,996,122 
*  Vanguard Target Retirement 2015 Fund  Registered Investment Company   103,599.103   (1)   2,544,394 
*  Vanguard Target Retirement 2020 Fund  Registered Investment Company   227,903.686   (1)   5,982,472 
*  Vanguard Target Retirement 2025 Fund  Registered Investment Company   722,070.176   (1)   19,820,826 
*  Vanguard Target Retirement 2030 Fund  Registered Investment Company   396,298.403   (1)   11,147,874 
*  Vanguard Target Retirement 2035 Fund  Registered Investment Company   424,878.099   (1)   12,206,748 
*  Vanguard Target Retirement 2040 Fund  Registered Investment Company   317,302.412   (1)   9,312,826 
*  Vanguard Target Retirement 2045 Fund  Registered Investment Company   463,665.376   (1)   13,858,958 
*  Vanguard Target Retirement 2050 Fund  Registered Investment Company   394,393.041   (1)   11,819,959 
*  Vanguard Target Retirement 2055 Fund  Registered Investment Company   228,282.704   (1)   6,859,895 
*  Vanguard Target Retirement 2060 Fund  Registered Investment Company   88,361.012   (1)   2,663,201 
*  Vanguard Target Retirement 2065 Fund  Registered Investment Company   18,044.551   (1)   497,849 
*  Vanguard Target Retirement Income Fund  Registered Investment Company   119,975.913   (1)   2,919,014 
   William Blair Small Mid-Cap Growth Class 1  Registered Investment Company   7,599.465       266,969 
*  Cimarex Energy Co. Common Stock  Common Stock   410,411.000   (1)   15,394,517 
*  Vanguard Federal Money Market Fund  Registered Investment Company in Company Stock Fund   76,167.190   (1)   76,167 
                    
*  Participant Loans  Bearing interest ranging from 4.25% to 6.5%, various maturity dates through 2028       (1)   1,707,627 
                    
                 $273,885,073 

 

* Party-in-interest as defined by ERISA.

 

(1)The cost of participant-directed investments is not required to be disclosed.

 

See accompanying report of independent registered public accounting firm.

 

16

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Cimarex Energy Co. 401(k) Plan

 

Date: June 24, 2020

 

BY: /s/ G. Mark Burford  
  G. Mark Burford  
  Senior Vice President & Chief Financial Officer of  
  Cimarex Energy Co. and  
  Plan Administrator of Cimarex Energy Co. 401(k) Plan  
     
     
BY: /s/ Timothy A. Ficker  
  Timothy A. Ficker  
  Vice President, Controller, and Chief Accounting Officer of  
  Cimarex Energy Co. and  
  Plan Administrator of Cimarex Energy Co. 401(k) Plan  

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Cimarex Energy Co. 401(k) Plan

Denver, Colorado

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-196169, 333-174361, 333-125621, and 333-100235) of Cimarex Energy Co. of our report dated June 24, 2021, relating to the Statement of Net Assets Available for Plan Benefits as of December 31, 2020 and the related Statement of Changes in Net Assets Available for Plan Benefits for the year then ended and the related notes and supplemental schedule of Cimarex Energy Co. 401(k) Plan, which appear in this Form 11-K for the year ended December 31, 2020.

 

/s/ BDO USA, LLP

 

Denver, Colorado

June 24, 2021

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

Cimarex Energy Co. 401(k) Plan

Denver, CO

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-196169, 333-174361, 333-125621, and 333-100235) of Cimarex Energy Co. of our report dated June 12, 2020, relating to the Statement of Net Assets Available for Plan Benefits as of December 31, 2019 and the related notes of the Cimarex Energy Co. 401(k) Plan which appear in this Form 11-K for the year ended December 31, 2020.

 

/s/ ACM LLP

 

Denver, CO

June 24, 2021

 

 

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