-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EzeRC6dadJX4d9Edz7cPz7c+2KdDG0aqSLQf0a9SxmAlJrVI84SC9AsQz2lYbhDH fPCL1JLb4w0WifbPSvrDYg== 0000008411-01-500018.txt : 20010815 0000008411-01-500018.hdr.sgml : 20010815 ACCESSION NUMBER: 0000008411-01-500018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATWOOD OCEANICS INC CENTRAL INDEX KEY: 0000008411 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 741611874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13167 FILM NUMBER: 1711436 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817497845 MAIL ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 10-Q 1 f10qjune302001.txt - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------- Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED JUNE 30, 2001 COMMISSION FILE NUMBER 1-13167 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) 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 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 15 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filings requirements for the past 90 days. Yes X No___ The number of shares outstanding of the issuer's class of common stock, as of July 31, 2001; 13,831,951 shares of Common Stock, $1 par value. - ------------------------------------------------------------------------------- PART I. FINANCIAL INFORMATION ATWOOD OCEANICS, INC. AND SUBSIDIARIES The condensed consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, these financial statements and related information have been prepared without audit, and certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although management believes that the disclosures are adequate to make the information not misleading. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company as of June 30, 2001 and September 30, 2000, and the results of its operations and cash flows for the three months and nine months ended June 30, 2001 and 2000, respectively. All adjustments were of a normal recurring nature. The interim financial results may not be indicative of results that could be expected for a full year. It is suggested these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's September 30, 2000 Annual Report to Shareholders. PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) June 30, September 30, 2001 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-to-maturity, at amortized cost - 22,594 Available-for-sale, at fair value - 327 ---------- ---------- - 22,921 ------------ -------- PROPERTY AND EQUIPMENT, at cost: 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 ========== =========== The accompanying notes are an integral part of these consolidated financial statements.
PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) June 30, September 30, 2001 2000 ---------- ------------ (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 8,702 $ 5,886 Accrued liabilities 15,016 11,598 ---------- --------- Total Current Liabilities 23,718 17,484 ---------- --------- LONG-TERM DEBT, net of current maturities: 40,000 46,000 ---------- --------- DEFERRED CREDITS: Income taxes 12,723 10,390 Other 14,588 21,172 --------- -------- 27,311 31,562 --------- -------- SHAREHOLDERS' 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 shares issued and outstanding at June 30, 2001 and September 30, 2000, respectively 13,832 13,823 Paid-in capital 55,296 55,151 Accumulated other comprehensive loss ---- (152) Retained earnings 168,938 149,383 -------- --------- 238,066 218,205 -------- --------- $329,095 $313,251 ======== ======== The accompanying notes are an integral part of these consolidated financial statements.
PART I. ITEM I - FINANCIAL STATEMENTS 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 275 662 1,362 1,780 Realized loss on sale of securities (132) --- (132) --- -------- -------- --------- -------- (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 SHARE Basic $ .40 $ .38 $ 1.41 $1.18 Diluted $ .39 $ .37 $ 1.40 $1.17 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 13,831 13,822 13,827 13,744 Diluted 13,981 14,026 13,971 13,902 The accompanying notes are an integral part of these consolidated financial statements.
PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Nine Months Ended June 30, --------------------------- 2001 2000 ------- -------- (Unaudited) CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 19,555 $ 16,286 -------- -------- Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 19,603 21,591 Amortization 42 391 Deferred federal income tax provision 2,250 850 Changes in assets and liabilities: Decrease (increase) in accounts receivable 536 (6,691) Increase (decrease) in accounts payable and accrued liabilities 3,904 (3,141) Net mobilization fees (6,191) 3,528 Other (288) 495 -------- -------- 19,856 17,023 -------- -------- Net cash provided by operating activities 39,411 33,309 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures (50,583) (25,897) Treasury note maturity 22,600 --- Proceeds form sale of securities 429 --- -------- -------- Net cash used by investing activities (27,554) (25,897) -------- -------- CASH FLOW FROM FINANCING ACITIVITES: Proceeds from revolving credit facility --- 6,000 Principal payments on long-term debt (6,000) (14,000) Proceeds from exercises of stock options 154 2,101 -------- -------- Net cash used by financing activities (5,846) (5,899) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 6,011 1,513 CASH AND CASH EQUIVALENTS, at beginning of period 19,740 20,105 -------- -------- CASH AND CASH EQUIVALENTS, at end of period $ 25,751 $ 21,618 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for domestic and foreign income taxes $ 5,590 $ 7,658 ======== ======== Cash paid during the period for interest, net of amounts capitalized $ 2,700 $ 3,914 ======== ======== The accompanying notes are an integral part of these consolidated financial statements.
PART I. ITEM 1 - FIANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. UNAUDITED INTERIM INFORMATION The unaudited interim financial statements as of June 30, 2001 and for each of the nine month periods ended June 30, 2001 and 2000, included herein, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, these financial statements and related information have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although management believes that the note disclosures are adequate to make the information not misleading. For interim periods, the Company records income taxes using the expected effective tax rate for the fiscal year. In the opinion of the Company's management, the unaudited interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company for the periods presented. The interim financial results may not be indicative of results that could be expected for a full year. 2. EARNINGS PER COMMON SHARE The computation of basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended -------------------------------- -------------------------------- Net Per Share Net Per Share Income Shares Amount Income Shares Amount ------ ------ -------- -------- ------- --------- June 30, 2001: Basic earnings per share $5,485 13,831 $ .40 $19,555 13,827 $ 1.41 Effect of dilutive securities- Stock Options --- 150 (.01) --- 144 (.01) ------ ------ ----- ------- ------ ------- Diluted earnings per share $5,485 13,981 $.39 $19,555 13,971 $ 1.40 ====== ====== ===== ======= ====== ====== June 30, 2000: Basic earnings per share $5,252 13,822 $ .38 $16,286 13,744 $ 1.18 Effect of dilutive securities- Stock Options --- 204 (.01) --- 158 (.01) ------ ------ ----- ------- ------ ------ Diluted earnings per share $5,252 14,026 $ .37 $16,286 13,902 $ 1.17 ====== ====== ===== ======= ====== ======
3. COMPREHENSIVE INCOME In May 2001, all available-for-sale securities were sold for a realized loss of $132,000. Comprehensive income includes the following (in thousands): THREE MONTHS ENDED JUNE 30, 2001 2000 ------- ------- Net Income $ 5,485 $ 5,252 Other comprehensive income: Unrealized holding gain on available-for-sale securities, net of tax expense of $21 and $1 in 2001 and 2000 respectively. 37 3 Reclassification adjustment for losses realized in net income, net of tax expense of $46 in 2001 86 --- ------- ------- Comprehensive income $ 5,608 $ 5,255 ------- ======= NINE MONTHS ENDED JUNE 30, 2001 2000 ------- ------- Net Income $ 19,555 $16,286 Other comprehensive income: Unrealized holding loss on available-for-sale securities, net of tax expense of $36 in 2001 and tax benefit of $22 in 2000. 66 (20) Reclassification adjustment for losses realized in net income, net of tax expense of $46 in 2001 86 --- -------- ------- Comprehensive income $ 19,707 $16,266 ======== =======
4. CHANGE IN DEPRECIATION POLICY In November 2000, the Company engaged an independent appraiser to evaluate the expected useful lives of the ATWOOD HUNTER, ATWOOD FALCON and ATWOOD EAGLE. Based, in part, upon such appraisal, the Company, effective October 1, 2000, extended the depreciable lives of ATWOOD HUNTER and ATWOOD FALCON from 12 to 22 years and will extend the depreciable life of the ATWOOD EAGLE from 12 to 22 years following the completion of its water-depth upgrade currently planned in early fiscal 2002. The Company believes that these changes in depreciable lives provide a better matching of the revenues and expenses of these assets over their anticipated useful lives. This change in the Company's depreciation policy lowered depreciation expense by $1.5 million and $4.9 million for the three months and nine months ended June 30, 2001, and increased net income by $.9 million ($0.07 per diluted share) and $3.1 million ($0.23 per diluted share) for the three months and nine months ended June 30, 2001, respectively. 5. NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standard ("SFAS") No. 133 establishes accounting and reporting standards requiring that any derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at fair value. In the first quarter of fiscal 2001, the Company adopted SFAS No. 133, which had no material impact on the Company's financial statements. In December 1999, the SEC staff issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" which summarized the staff's view on applying generally accepted accounting principles to revenue recognition in financial statements. This bulletin has been amended to become effective no later than the fourth quarter of fiscal years beginning after December 15, 1999, which is the fourth quarter of fiscal 2001 for the Company. In the opinion of management, the Company's current accounting policies are in compliance with the staff's views, and the adoption of SAB 101 will not have a material impact on the Company's financial statements. PART I. ITEM 2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS All statements other than statements of historical facts included in this report regarding the Company's financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve risks and uncertainties that may cause the Company's actual future activities and results of operations to be materially different from those suggested or described in this Report. The Company's periodic reports filed with the Securities and Exchange Commission should be consulted for a description of risk factors associated with an investment in the Company. MARKET OUTLOOK Despite the United States Gulf of Mexico drilling market showing some recent weakness, the Company continues to be optimistic about the long-term international offshore drilling market fundamentals. The Company recently announced construction of a new jack-up drilling unit with a June 2003, target delivery. This new rig is based on a proven design, with improved drilling efficiency, which should provide an opportunity for premium dayrates and high utilization. The ATWOOD HUNTER is currently in a shipyard undergoing its upgrade, with discussions ongoing regarding a contract opportunity immediately following the upgrade, which, if committed, will result in a multi-well drilling program with dayrates ranging from $90,000 to $110,000, depending on water depth. Despite the ATWOOD HUNTER being off dayrate for the reminder of fiscal year 2001 for its upgrade, term contracts in place for the ATWOOD FALCON, SEAHAWK, ATWOOD EAGLE, ATWOOD SOUTHERN CROSS and VICKSBURG should provide the Company with slightly higher revenues and cash flows in fiscal 2001 than in fiscal 2000. RESULTS OF OPERATIONS Contract revenues for the three months and nine months ended June 30, 2001 increased 5% and 15%, respectively, compared to the same periods ended June 30, 2000. A comparative analysis of contract revenues is as follows: CONTRACT REVENUES ------------------------------------------------------------------------ (In Millions) Three Months Ended Nine Months Ended June 30, June 30, ----------------------------------- ------------------------------- 2001 2000 Variance 2001 2000 Variance ------ ------ -------- ------ ----- -------- ATWOOD SOUTHERN CROSS $ 4.9 $ 0.8 $ 4.1 $ 12.9 $ 0.8 $ 12.1 RICHMOND 2.9 1.8 1.1 7.7 4.8 2.9 SEAHAWK 5.9 5.7 0.2 17.5 13.6 3.9 ATWOOD EAGLE 4.6 4.5 0.1 14.9 11.8 3.1 ATWOOD FALCON 10.0 10.0 0.0 30.1 30.4 (0.3) VICKSBURG 1.9 2.9 (1.0) 8.0 9.1 (1.1) ATWOOD HUNTER 3.1 7.2 (4.1) 15.8 25.0 (9.2) GOODWYN 'A'/NORTH RANKIN 'A' 1.6 0.5 1.1 4.7 1.4 3.3 ------ ----- ----- ------ ------ ------ $ 34.9 $33.4 $ 1.5 $111.6 $ 96.9 $ 14.7 ====== ===== ===== ====== ====== ======
Since the ATWOOD SOUTHERN CROSS was moved from Australia to the Mediterranean Sea, it has worked continuously since June 2000, which accounts for its increase in revenue. Revenue increase for the RICHMOND was due to higher dayrates being realized in the United States Gulf of Mexico during 2001. The SEAHAWK has worked continuously at a dayrate of approximately $50,000 since it returned to work in January 2000, following its upgrade period, during which reduced revenue were received. Following the ATWOOD EAGLE's Phase I upgrade in January/February 2000, the rig has worked continuously, which accounts for its increase in revenue for the nine months ended June 30, 2001, compared to the same period in 2000. The ATWOOD FALCON continues to work in the last year of its three year contract in the Philippines. Revenue decreased on the VICKSBURG due to the drilling unit being off dayrate during the period it was relocated from India to Vietnam. Revenue has declined on the ATWOOD HUNTER due to a reduction in dayrates realized following completion of its long-term contract commitment in the United States Gulf of Mexico at the end of 2000, and due to its entering a shipyard in early June to commence its upgrade. As a result of drilling activities recommencing on the GOODWYN'A'/NORTH RANKIN 'A' platforms, following completion of their upgrades during 2000, revenues and costs increased on these operations. Contract drilling and management costs for the three months and nine months ended June 30, 2001 increased 17% and 26%, respectively, compared to the same periods in 2000. An analysis of contract drilling and management costs by rig is as follows: CONTRACT DRILLING AND MANAGEMENT COSTS ---------------------------------------------------------------------- (In Millions) Three Months Ended Nine Months Ended June 30, June 30, -------------------------------- ------------------------------- 2001 2000 Variance 2001 2000 Variance ----- ----- -------- ----- ----- -------- RICHMOND $ 2.8 $ 1.5 $ 1.3 $ 5.8 $ 4.3 $ 1.5 ATWOOD SOUTHERN CROSS 2.4 2.0 0.4 7.4 4.1 3.3 ATWOOD EAGLE 2.7 2.5 0.2 8.6 6.7 1.9 SEAHAWK 2.0 1.9 0.1 5.7 6.0 (0.3) ATWOOD FALCON 2.1 2.1 0.0 6.5 6.2 0.3 VICKSBURG 1.2 1.4 (0.2) 4.5 4.2 0.3 ATWOOD HUNTER 2.0 2.7 (0.7) 8.1 7.9 0.2 GOODWYN 'A'/NORTH RANKIN 'A' 1.4 0.4 1.0 4.5 1.2 3.3 OTHER 0.7 0.3 0.4 1.8 1.3 0.5 ----- ----- ----- ----- ----- ----- $17.3 $14.8 $ 2.5 $52.9 $41.9 $11.0 ===== ===== ===== ===== ===== =====
During the quarter ended June 30, 2001, the RICHMOND incurred some extraordinary costs associated with certain repairs and operational issues, which accounted for its increase in operating costs. Operating costs increased for the ATWOOD SOUTHERN CROSS due to the rig having some idle time (with reduced costs) during most of fiscal 2000 compared to being fully employed during the first nine months of fiscal 2001. The increase in operating costs for the ATWOOD EAGLE for the nine months ended June 30, 2001 was due to the drilling unit undergoing a Phase I upgrade (with no operating costs being realized during the upgrade period) in January/February 2000 compared to being fully utilized, thus far, in fiscal 2001. Operating costs decreased on the ATWOOD HUNTER due to the rig commencing its upgrade in June 2001, whereby no operating costs will be realized during this upgrade period. An analysis of depreciation expense by rig is as follows: DEPRECIATION EXPENSE ---------------------------------------------------------------------------------- (In Millions) Three Months Ended Nine Months Ended June 30, June 30, ------------------------------------- ------------------------------------ 2001 2000 Variance 2001 2000 Variance ----- ----- -------- ----- ----- -------- RICHMOND $0.4 $0.0 $ 0.4 $ 1.1 $ 0.2 $ 0.9 SEAHAWK 1.7 1.7 0.0 5.1 3.3 1.8 ATWOOD EAGLE 0.9 0.9 0.0 2.7 2.1 0.6 ATWOOD SOUTHERN CROSS 0.9 1.0 (0.1) 2.9 2.9 0.0 VICKSBURG 0.6 0.7 (0.1) 2.0 2.2 (0.2) ATWOOD HUNTER 0.4 1.3 (0.9) 1.5 3.9 (2.4) ATWOOD FALCON 0.7 1.6 (0.9) 2.1 4.9 (2.8) OTHER 0.7 0.7 0.0 2.2 2.1 0.1 ------ ----- ----- ----- ----- ----- $6.3 $7.9 $(1.6) $19.6 $21.6 $(2.0) ====== ===== ===== ===== ===== =====
The increase in depreciation for the RICHMOND is due to the increase in its depreciable basis of approximately $7 million due to the upgrade it incurred toward the end of fiscal 2000. The Company does not recognize depreciation expense during the period a rig is out of service for a significant upgrade, which accounts for the SEAHAWK and ATWOOD EAGLE having reduced depreciation for the nine months ended June 30, 2000. The decrease in depreciation expense for the ATWOOD HUNTER and ATWOOD FALCON was due to extending the depreciable lives of these rigs (effective October 1, 2000) from 12 to 22 years. LIQUIDITY AND CAPITAL RESOURCES During the first nine months of fiscal 2001, operating cash flow (before changes in working capital and other assets and liabilities) was $41.5 million compared to $39.1 million for the first nine months of fiscal 2000. During the first nine months of fiscal 2001, the Company utilized internally generated funds, along with proceeds of $23 million from the treasury notes maturities, to invest $4.5 million to purchase the SEASCOUT for future conversion and upgrade to a semisubmersible tender assist unit when an acceptable contract opportunity has been secured; to invest approximately $22.6 million in the upgrade of the ATWOOD HUNTER; to invest $17.8 million in early order items relating to the upgrade of the ATWOOD EAGLE; to invest approximately $3.0 million in completing the upgrade of the RICHMOND; to fund approximately $7.2 million of other capital expenditures and to reduce long-term debt by $6 million. The ATWOOD HUNTER is currently in a shipyard undergoing an upgrade, which is estimated to have a total cost of approximately $50 million. Immediately upon the ATWOOD EAGLE completing its current contractual commitments (estimated late fourth quarter of 2001 or first quarter of 2002) it is anticipated that the rig will enter a shipyard for an approximate $90 million upgrade. In July 2001, the Company announced that it had entered into a vessel construction agreement with Keppel Fels Limited to construct a KFELS mod-V enhanced B-class Jack-Up drilling unit in Singapore, with delivery scheduled for June 2003. This rig is estimated to cost $125 million (including capitalized interest) to construct. The construction of the jack-up drilling unit in addition to the upgrades of the ATWOOD HUNTER and ATWOOD EAGLE will be financed through the Company's existing $150 million credit facility and internally generated cash flows. Subsequent to June 30, 2001, the Company borrowed another $10 million under the credit facility for a current outstanding balance of $50 million. PART II. OTHER INFORMATION ATWOOD OCEANICS, INC. AND SUBSIDIARIES ITEM 6. Reports on Form 8-K (a) Exhibits None (b) Report on Form 8-K 1) Current and planned activities relating to the RICHMOND, ATWOOD SOUTHERN CROSS, SEASCOUT AND VICKSBURG (Filed April 10, 2001) 2) Earnings for the second quarter of Fiscal Year 2001 along with supportive information (Filed May 2, 2001) 3) Current and planned activities relating to the VICKSBURG and RICHMOND (Filed May 25, 2001) 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 thereunto duly authorized. ATWOOD OCEANICS, INC. (Registrant) Date: August 14, 2001 s/JAMES M. HOLLAND --------------------- James M. Holland Senior Vice President and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----