8-K 1 f8kmay22001.txt ================================================================================ 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 EARLIEST EVENT REPORTED: May 2, 2001 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-13167 TEXAS 74-1611874 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 15835 Park Ten Place Drive 77084 Houston, Texas (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 281-749-7800 ================================================================================ ITEM 7. EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED MAY 2, 2001 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2001 AND 2000 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE QUARTER AND SIX MONTHS ENDED MARCH 31, 2001 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2001 AND SEPTEMBER 30, 2000 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT MAY 2, 2001 ITEM 9. REGULATION FD DISCLOSURE ON MAY 2, 2001, THE COMPANY ANNOUNCED ITS EARNINGS FOR THE FISCAL YEAR 2001 SECOND QUARTER ENDED MARCH 31, 2001. A COPY OF THE PRESS RELEASE SUMMARIZING THESE EARNINGS IS FILED WITH THIS FORM 8-K AS EXHIBIT 99.1 AND IS INCORPORATED HEREIN BY REFERENCE. ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2001 AND 2000, AN ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE QUARTER AND SIX MONTHS ENDED MARCH 31, 2001, CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2001 AND SEPTEMBER 30, 2000 AND CONTRACT STATUS SUMMARY AT MAY 2, 2001 ARE ATTACHED HERETO AS EXHIBITS 99.2, 99.3, 99.4 AND 99.5, RESPECTIVELY, WHICH ARE BEING FURNISHED IN ACCORDANCE WITH RULE 101(e)1) UNDER REGULATION FD AND SHOULD NOT BE DEEMED TO BE FILED. Statements contained in this report with respect to the future are forward-looking statements. These statements reflect management's reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors; the Company's dependence on the oil and gas industry; the risks involved in upgrade to the Company's rigs; competition; operating risks; risks involved in foreign operations; and governmental regulations and environmental matters. A list of additional risk factors can be found in the Company' annual report on Form 10-K for the year ended September 30, 2000, filed with the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATWOOD OCEANICS, INC. (Registrant) /s/ James M. Holland James M. Holland Senior Vice President DATE: 2 May 2001 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated May 2, 2001 99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2001 and 2000 99.3 Analysis of Contract Revenues and Drilling Costs for the quarter and six months ended March 31, 2001 99.4 Consolidated Balance Sheets at March 31, 2001 and September 30, 2000 99.5 Contract Status Summary at May 2, 2001 EXHIBIT 99.1 HOUSTON, TEXAS 2 MAY 2001 FOR IMMEDIATE RELEASE: ATWOOD OCEANICS, INC., HOUSTON-BASED INTERNATIONAL DRILLING CONTRACTOR ANNOUNCED TODAY THAT THE COMPANY AND ITS SUBSIDIARIES REPORTED A NET INCOME OF USD 6,030,000 OR USD .43 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 37,210,000 FOR THE QUARTER ENDED MARCH 31, 2001, COMPARED TO A NET INCOME OF USD 5,981,000 OR USD .43 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 32,361,000 FOR THE QUARTER ENDED MARCH 31, 2000. DURING THE FIRST SIX MONTHS OF 2001, THE COMPANY RECORDED A NET INCOME OF USD 14,070,000 OR USD 1.00 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 76,650,000 COMPARED TO A NET INCOME OF USD 11,034,000 OR USD .80 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 63,545,000 IN THE FIRST SIX MONTHS OF 2000. AS A RESULT OF CHANGES EFFECTIVE OCTOBER 1, 2000 IN THE COMPANY'S DEPRECIATION POLICY RELATING TO CERTAIN RIGS, DEPRECIATION EXPENSE FOR THE QUARTER AND SIX MONTHS ENDED MARCH 31, 2001 WAS REDUCED BY APPROXIMATELY $1.7 MILLION AND $3.4 MILLION, RESPECTIVELY, RESULTING IN AN ENHANCEMENT TO NET INCOME FOR THE QUARTER ENDED MARCH 31, 2001 OF $.08 PER DILUTIVE SHARE AND FOR THE SIX MONTHS ENDED MARCH 31, 2001 OF $.16 PER DILUTED SHARE. COMPARED FIGURES ARE AS FOLLOWS: FOR THE QUARTER ENDED MARCH 31: 2001 2000 CONTRACT REVENUES USD 37,210,000 USD 32,361,000 INCOME BEFORE INCOME TAXES 9,777,000 9,521,000 NET INCOME 6,030,000 5,981,000 EARNINGS PER COMMON SHARE - BASIC .44 .44 DILUTED .43 .43 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 13,826,000 13,719,000 DILUTED 14,069,000 13,902,000 FOR THE SIX MONTHS ENDED MARCH 31: 2001 2000 CONTRACT REVENUES USD 76,650,000 USD 63,545,000 INCOME BEFORE INCOME TAXES 22,332,000 17,789,000 NET INCOME 14,070,000 11,034,000 EARNINGS PER COMMON SHARE - BASIC 1.02 .81 DILUTED 1.00 .80 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 13,824,000 13,700,000 DILUTED 14,048,000 13,828,000 CONTACT: JIM HOLLAND (281) 749-7804 EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 31, ------------------- ------------------ 2001 2000 2001 2000 ---- ---- ---- ---- (Unaudited) (Unaudited) REVENUES: Contract drilling $35,790 $31,878 $73,540 $62,539 Contract management 1,420 483 3,110 1,006 ------- ------- ------- ------- 37,210 32,361 76,650 63,545 ------- ------- ------- ------- COSTS AND EXPENSES Contract drilling 16,666 12,392 32,603 26,358 Contract management 1,453 354 3,005 743 Depreciation 6,627 7,564 13,261 13,708 General and administrative 2,371 2,137 4,736 4,137 ------- ------- ------- ------- 27,117 22,447 53,605 44,946 ------- ------- ------- ------- OPERATING INCOME 10,093 9,914 23,045 18,599 ------- ------- ------- ------- OTHER INCOME (EXPENSE) Interest expense (834) (974) (1,800) (1,928) Interest income 518 581 1,087 1,118 ------- ------- ------- ------- (316) (393) (713) (810) ------- ------- ------- ------- INCOME BEFORE INCOME TAXES 9,777 9,521 22,332 17,789 PROVISION FOR INCOME TAXES 3,747 3,540 8,262 6,755 ------- ------- ------- ------- NET INCOME $6,030 $5,981 $14,070 $11,034 ======= ======= ======= ======= EARNINGS PER COMMON SHARE Basic $0.44 $0.44 $1.02 $0.81 Diluted $0.43 $0.43 $1.00 $0.80 AVERAGE COMMON SHARES OUTSTANDING Basic 13,826 13,719 13,824 13,700 Diluted 14,069 13,902 14,048 13,828
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT DRILLING REVENUES AND DRILLING COSTS FOR THE QUARTER ENDED MARCH 31, 2001 ------------------------------------ CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $9.8 $2.2 SEAHAWK 5.8 1.9 ATWOOD EAGLE 5.3 3.3 ATWOOD HUNTER 5.1 2.7 ATWOOD SOUTHERN CROSS 3.9 2.6 VICKSBURG 3.2 1.6 RICHMOND 2.7 1.8 OTHER 0.0 0.6 ----- ----- $35.8 $16.7 ===== ===== FOR THE SIX MONTHS ENDED MARCH 31, 2001 --------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $20.0 $4.3 SEAHAWK 11.7 3.8 ATWOOD EAGLE 10.3 5.9 ATWOOD HUNTER 12.7 6.1 ATWOOD SOUTHERN CROSS 8.0 5.0 VICKSBURG 6.0 3.3 RICHMOND 4.8 3.0 OTHER 0.0 1.2 ----- ----- $73.5 $32.6 ===== ===== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands) MARCH 31, 2001 SEP. 30, 2000 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $34,832 $19,740 Accounts receivable 27,481 31,466 Inventories of materials and supplies at lower of average cost or market 9,613 9,544 Deferred tax assets 950 950 Prepaid expenses 1,930 3,217 ------- ------- Total Current Assets 74,806 64,917 ------- ------- SECURITIES HELD FOR INVESTMENT: Held for maturity, at amortized costs --- 22,594 Available-for-sale, at fair value 371 327 ------- ------- 371 22,921 ------- ------- PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 422,915 391,879 Other 8,477 8,197 ------- ------- 431,392 400,076 Less-accumulated depreciation 188,987 175,969 ------- ------- Net Property and Equipment 242,405 224,107 ------- ------- DEFERRED COSTS AND OTHER ASSETS 1,517 1,306 ------- ------- $319,099 $313,251 ======== ======== LIABILTIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $ - $ - Accounts payable 5,298 5,886 Accured liabilties 13,480 11,598 -------- -------- Total Current Liabilities 18,778 17,484 -------- -------- LONG-TERM NOTES PAYABLE, net of current maturities: 40,000 46,000 -------- -------- 40,000 46,000 -------- -------- DEFERRED CREDITS: Income taxes 11,406 10,390 Other 16,520 21,172 -------- -------- 27,926 31,562 -------- -------- SHAREHOLDER'S EQUITY Preferred stock no par value; 1,000,000 shares authorized, none outstanding Common stock, $1 par value, 20,000,000 shares authorized with 13,828,000 and 13,823,000 issued and outstanding at Mar. 31, 2001 and Sep. 30, 2000, respectively 13,828 13,823 Paid-in capital 55,237 55,151 Accumulated other comprehensive income (loss) (123) (152) Retained earnings 163,453 149,383 -------- -------- Total Shareholders' Equity 232,395 218,205 -------- -------- $319,099 $313,251 ======== ======== EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT MAY 2, 2001 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS SEMISUBMERSIBLES - ATWOOD FALCON PHILIPPINES SHELL PHILIPPINES The rig's current contract terminates in EXPLORATION B.V. November 2001. ATWOOD HUNTER UNITED DOMINION The rig is currently drilling one-well for STATES GULF EXPLORATION & DOMINION EXPLORATION & PRODUCTION INC. Upon OF MEXICO PRODUCTION, INC. completing the current well (estimated early June 2001), the rig will be moved to a shipyard in the United States to commence an additional upgrade estimated to cost around $45 million, and taking around five months to complete. ATWOOD EAGLE MEDITERRANEAN SEA RASHID PETROLEUM The rig has contractual commitments in Egypt COMPANY which should keep the rig employed until late fourth quarter fiscal 2001 or early first quarter fiscal 2002. An approximate $80 million upgrade of the rig is planned immediately upon the rig completing its current contractual commitments, and taking around six months to complete. SEAHAWK MALAYSIA ESSO The rig's current contract terminates in PRODUCTION November 2003, with an option for the Operator MALAYSIA INC. to extend. ATWOOD SOUTHERN MEDITERRANEAN SEA AMOCO EGYPT OIL The rig has contractual commitments in Egypt CROSS COMPANY (Amoco Egypt Oil Company.), Turkey (El Paso Production Company Turkey B.V.) and Israel (Nordan Oil (1998) Ltd.) which should keep the rig employed into fiscal 2002. SEASCOUT UNITED STATES NONE The SEASCOUT was purchased in December 2000 for GULF OF MEXICO future conversion to a tender-assist unit, similar to the SEAHAWK, once an acceptable contract opportunity is secured. CANTILEVER JACK-UP - VICKSBURG INDIA SAMEDAN VIETNAM The rig is in the process of being relocated to LIMITED Vietnam to drill one-well (with one option well) for Samedan Vietnam Limited. If the option well is drilled, the work for Samedan could extend into August 2001. The Company continues to pursue additional commitments for the rig in the Asia/Pacific and West African markets. SUBMERSIBLE - RICHMOND UNITED STATES TEXACO EXPLORATION The rig is contractually committed to drill GULF OF MEXICO AND PRODUCTION, three-wells with Texaco Exploration and INC./APPLIED DRILLING Production Inc./Applied Drilling Technology TECHNOLOGY INC. Inc. ("Texaco/ADTI") which should keep the rig employed into May 2001. Upon completion of the Texaco/ADTI work, the rig will commence a two-well drilling program for Nexen Petroleum Offshore U.S.A., which could keep the rig employed into first quarter fiscal 2002. MODULAR PLATFORMS - RIG-19 AUSTRALIA None The rig is available for contract since it became idle in September 1999. RIG-200 AUSTRALIA None The rig is available for contract since it became idle in June 1999. MANAGEMENT/LABOR CONTRACTS GOODWYN 'A' /NORTH AUSTRALIA WOODSIDE ENERGY LTD. Term contract for management of drilling RANKIN 'A' program.