8-K 1 f8k3rdqtr2001.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: August 1, 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 AUGUST 1, 2001 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2001 AND 2000 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE QUARTER AND NINE MONTHS ENDED JUNE 30, 2001 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2001 AND SEPTEMBER 30, 2000 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT AUGUST 1, 2001 ITEM 9. REGULATION FD DISCLOSURE ON AUGUST 1, 2001, THE COMPANY ANNOUNCED ITS EARNINGS FOR THE FISCAL YEAR 2001 THIRD QUARTER ENDED JUNE 30, 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. THE 5,000 FEET WATER-DEPTH UPGRADE OF THE ATWOOD HUNTER CONTINUES ON SCHEDULE AT A SHIPYARD FACILITY IN MOBILE, ALABAMA. WHILE THE ESTIMATED UPGRADE COSTS REMAIN AROUND $45 MILLION, FOLLOWING THOROUGH INSPECTIONS OF NON-UPGRADED EQUIPMENT, AN ADDITIONAL $3 TO $5 MILLION WILL BE EXPENDED IN LIFE ENHANCEMENT OF CERTAIN EQUIPMENT AND NON-CRITICAL HULL STRUCTURES. THE COMPANY CONTINUES TO PLAN FOR THE UPGRADE OF THE ATWOOD EAGLE CURRENTLY ESTIMATED TO COMMENCE SOMETIME DURING FOURTH QUARTER OF 2001 OR FIRST QUARTER OF 2002. SUBSEQUENT TO COMPLETION OF PROJECT ENGINEERING AND REVIEW OF ALL REGULATORY RULES, THE COMPANY HAS INCREASED THE SCOPE OF THE UPGRADE TO INCLUDE IMPROVEMENTS IN BALLAST SYSTEMS AND PUMP ROOM OPERATIONS, ADDITIONAL IMPROVEMENTS TO STRUCTURE AND HULL CONFIGURATION TO MEET THE LATEST REGULATORY RULES; AND CERTAIN OTHER IMPROVEMENTS IN EQUIPMENT AND SYSTEMS. THESE ADDITIONAL ENHANCEMENTS PLUS SOME EXPECTED INCREASE IN SHIPYARD COSTS WILL INCREASE THE PROJECT UPGRADE COSTS FROM $80 MILLION TO AROUND $90 MILLION. UPON COMPLETION OF THE UPGRADE, THE ATWOOD EAGLE WILL SATISFY ABS REQUIREMENTS FOR A TWENTY-YEAR LIFE ENHANCEMENT. THE ATWOOD SOUTHERN CROSS, WHICH HAS WORKED CONTINUOUSLY FOR SEVERAL COMPANIES SINCE IT WAS RELOCATED FROM AUSTRALIA TO THE MEDITERRANEAN SEA IN JUNE 2000, HAS BEEN AWARDED A CONTRACT BY SAMEDAN, MEDITERRANEAN SEAS, INC. FOR 100 TO 150 DAYS OF WORK IN ISRAEL EXPECTED TO COMMENCE IN THE FIRST QUARTER OF FISCAL 2002 AT A DAYRATE OF $69,000 PLUS A ONE-WELL OPTION AT $74,000. ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2001 AND 2000, AN ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE QUARTER AND NINE MONTHS ENDED JUNE 30, 2001, CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2001 AND SEPTEMBER 30, 2000 AND CONTRACT STATUS SUMMARY AT AUGUST 1, 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: 1 August 2001 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated August 1, 2001 99.2 Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2001 and 2000 99.3 Analysis of Contract Revenues and Drilling Costs for the quarter and nine months ended June 30, 2001 99.4 Consolidated Balance Sheets atJune 30, 2001 and September 30, 2000 99.5 Contract Status Summary at August 1, 2001 EXHIBIT 99.1 HOUSTON, TEXAS 1 AUGUST 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 5,485,000 OR USD .39 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 34,944,000 FOR THE QUARTER ENDED JUNE 30, 2001, COMPARED TO A NET INCOME OF USD 5,252,000 OR USD .37 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 33,411,000 FOR THE QUARTER ENDED JUNE 30, 2000. DURING THE FIRST NINE MONTHS OF 2001, THE COMPANY RECORDED A NET INCOME OF USD 19,555,000 OR USD 1.40 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 111,594,000 COMPARED TO A NET INCOME OF USD 16,286,000 OR USD 1.17 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 96,956,000 IN THE FIRST NINE 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 NINE MONTHS ENDED JUNE 30, 2001 WAS REDUCED BY APPROXIMATELY $1.5 MILLION AND $4.9 MILLION, RESPECTIVELY, RESULTING IN AN ENHANCEMENT TO NET INCOME FOR THE QUARTER ENDED JUNE 30, 2001 OF $.07 PER DILUTIVE SHARE AND FOR THE NINE MONTHS ENDED JUNE 30, 2001 OF $.23 PER DILUTED SHARE. COMPARED FIGURES ARE AS FOLLOWS: FOR THE QUARTER ENDED JUNE 30: 2001 2000 ------------------------------ ---- ---- CONTRACT REVENUES USD 34,944,000 USD 33,411,000 INCOME BEFORE INCOME TAXES 8,410,000 8,412,000 NET INCOME 5,485,000 5,252,000 EARNINGS PER COMMON SHARE - BASIC .40 .38 DILUTED .39 .37 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 13,831,000 13,822,000 DILUTED 13,981,000 14,026,000 FOR THE NINE MONTHS ENDED JUNE 30: 2001 2000 ---------------------------------- ---- ---- CONTRACT REVENUES USD 111,594,000 USD 96,956,000 INCOME BEFORE INCOME TAXES 30,742,000 26,201,000 NET INCOME 19,555,000 16,286,000 EARNINGS PER COMMON SHARE - BASIC 1.41 1.18 DILUTED 1.40 1.17 WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC 13,827,000 13,744,000 DILUTED 13,971,000 13,902,000 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 Nine Months Ended June 30, June 30, ------------------- ------------------ 2001 2000 2001 2000 -------- -------- -------- -------- (Unaudited) (Unaudited) REVENUES: Contract drilling $ 33,346 $ 32,934 $106,886 $ 95,473 Contract management 1,598 477 4,708 1,483 -------- -------- -------- -------- 34,944 33,411 111,594 96,956 -------- -------- -------- -------- COSTS AND EXPENSES Contract drilling 15,878 14,457 48,481 40,815 Contract management 1,449 370 4,454 1,113 Depreciation 6,342 7,883 19,603 21,591 General and administrative 2,285 2,050 7,021 6,187 -------- -------- -------- -------- 25,954 24,760 79,559 69,706 -------- -------- -------- -------- OPERATING INCOME 8,990 8,651 32,035 27,250 -------- -------- -------- -------- OTHER INCOME (EXPENSE) Interest expense (723) (901) (2,523) (2,829) Interest income 273 662 1,360 1,780 Realized loss on sale of securities (130) - (130) - -------- -------- -------- -------- (580) (239) (1,293) (1,049) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 8,410 8,412 30,742 26,201 PROVISION FOR INCOME TAXES 2,925 3,160 11,187 9,915 -------- -------- -------- -------- NET INCOME $ 5,485 $ 5,252 $ 19,555 $ 16,286 ======== ======== ======== ======== EARNINGS PER COMMON SHARE Basic $ 0.40 $ 0.38 $ 1.41 $ 1.18 Diluted $ 0.39 $ 0.37 $ 1.40 $ 1.17 AVERAGE COMMON SHARES OUTSTANDING Basic 13,831 13,822 13,827 13,744 Diluted 13,981 14,026 13,971 13,902
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT DRILLING REVENUES AND DRILLING COSTS FOR THE QUARTER ENDED JUNE 30, 2001 -------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS ------------ ------------- (In Millions) ATWOOD FALCON $ 10.0 $ 2.1 SEAHAWK 5.9 2.0 ATWOOD EAGLE 4.6 2.7 ATWOOD HUNTER 3.1 2.0 ATWOOD SOUTHERN CROSS 4.9 2.4 VICKSBURG 1.9 1.2 RICHMOND 2.9 2.8 OTHER 0.0 0.7 ------ ------ $ 33.3 $ 15.9 ====== ====== FOR THE NINE MONTHS ENDED JUNE 30, 2001 ----------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS ----------- ----------- (In Millions) ATWOOD FALCON $ 30.1 $ 6.5 SEAHAWK 17.5 5.7 ATWOOD EAGLE 14.9 8.6 ATWOOD HUNTER 15.8 8.1 ATWOOD SOUTHERN CROSS 12.9 7.4 VICKSBURG 8.0 4.5 RICHMOND 7.7 5.8 OTHER 0.0 1.9 ------- ------ $ 106.9 $ 48.5 ======= ====== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands) JUNE 30, 2001 SEP. 30, 2000 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 25,751 $ 19,740 Accounts receivable 30,930 31,466 Inventories of materials and supplies at lower of average cost or market 9,496 9,544 Deferred tax assets 950 950 Prepaid expenses 1,050 3,217 --------- ---------- Total Current Assets 68,177 64,917 --------- ---------- SECURITIES HELD FOR INVESTMENT: Held for maturity, at amortized costs --- 22,594 Available-for-sale, at fair value --- 327 --------- ---------- - 22,921 --------- ---------- PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 443,192 391,879 Other 8,678 8,197 --------- ---------- 451,870 400,076 Less-accumulated depreciation 194,453 175,969 --------- ---------- Net Property and Equipment 257,417 224,107 --------- ---------- DEFERRED COSTS AND OTHER ASSETS 3,501 1,306 --------- ---------- $ 329,095 $ 313,251 ========= ========== LIABILTIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $ - $ - Accounts payable 8,702 5,886 Accured liabilties 15,016 11,598 --------- ---------- Total Current Liabilities 23,718 17,484 --------- ---------- LONG-TERM NOTES PAYABLE, net of current maturities: 40,000 46,000 --------- ---------- 40,000 46,000 --------- ---------- DEFERRED CREDITS: Income taxes 12,723 10,390 Other 14,588 21,172 --------- ---------- 27,311 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 13,832,000 and 13,823,000 issued and outstanding at Jun. 30, 2001 and Sep. 30, 2000, respectively 13,832 13,823 Paid-in capital 55,296 55,151 Accumulated other comprehensive income (loss) --- (152) Retained earnings 168,938 149,383 --------- ---------- Total Shareholders' Equity 238,066 218,205 --------- ---------- $ 329,095 $ 313,251 ========= ==========
EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT AUGUST 1, 2001 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ------------------ -------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON PHILIPPINES SHELL PHILIPPINES The rig's current contract terminates upon EXPLORATION B.V. completion of the work in progress on November 15, 2001. ATWOOD HUNTER SHIPYARD IN The rig is currently undergoing a water-depth MOBILE, ALABAMA upgrade and refurbishment of certain equipment which is expected to take around five months shipyard time to complete. The total cost of the upgrade and equipment refurbishment is estimated to be around $50 million. Serious discussions regarding a contract opportunity immediately following the upgrade are currently proceeding. ATWOOD EAGLE MEDITERRANEAN RASHID PETROLEUM The rig has contractual commitments in Egypt SEA COMPANY which should keep the rig employed until late fourth quarter of 2001 or first quarter of 2002. An approximate $90 million upgrade of the rig is planned immediately upon the rig completing its contractual commitments, and taking around six months shipyard time to complete. Contract opportunities to commence following the rig's upgrade are being pursued internationally. 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 EL PASO PRODUCTION The rig has contractual commitments in Turkey CROSS SEA COMPANY TURKEY B.V. (El Paso Production Company Turkey B.V.) and Israel (Nordan Oil (1998) Ltd. and Samedan, Mediterranean Seas, Inc.) which should keep the rig employed until the third or fourth quarter of fiscal 2002. SEASCOUT UNITED STATES 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 VIETNAM SAMEDAN VIETNAM The rig is currently drilling a second well for LIMITED Samedan Vietnam Limited in Vietnam. Upon completion of this well (estimated September 2001), the drilling unit will be moved to the Malaysia - Thailand Joint Development Area to drill 31 wells (estimated to take around 540 days) for Carigali-Triton Operating Company Sdn. Bhd. ("CTOC"). Once drilling operations commence and CTOC has funded certain contractual obligations, CTOC has the option of canceling the contract at any time after giving a sixty-day written notice of termination. SUBMERSIBLE - ------------------ RICHMOND UNITED STATES NEXEN PETROLEUM The rig is currently drilling the first of two GULF OF MEXICO OFFSHORE U.S.A. long wells for Nexen Petroleum Offshore U.S.A., which could keep the rig employed into the first quarter of fiscal 2002. MODULAR PLATFORMS - ------------------- RIG-19 AUSTRALIA The rig is available for contract since it became idle in September 1999. AUSTRALIA 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; however, it is expected there will be a break in the drilling program following the completion of the current well. Current plans are to maintain the two client-owned rigs for future drilling programs.