8-K 1 f8k111901.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: November 19, 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 NOVEMBER 19, 2001 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2001 AND 2000 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2001 EXHIBIT 99.4 CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 2001 AND 2000 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT NOVEMBER 19, 2001 ITEM 9. REGULATION FD DISCLOSURE ON NOVEMBER 19, 2001, THE COMPANY ANNOUNCED ITS EARNINGS FOR THE FISCAL YEAR AND FOURTH QUARTER ENDED SEPTEMBER 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 WAS COMPLETED IN EARLY NOVEMBER 2001, WITH THE RIG CURRENTLY BEING TRANSPORTED TO EGYPT. THE DRILLING UNIT SHOULD ARRIVE IN EGYPT IN EARLY DECEMBER 2001 AND COMMENCE AN ELEVEN-WELL DRILLING PROGRAM FOR BURULLUS GAS COMPANY, ESTIMATED TO TAKE BETWEEN 280 AND 340 DAYS TO COMPLETE. THE COSTS INCURRED TO MODIFY THE HULL STRUCTURE AND RELATED EQUIPMENT FOR DEEPER WATER DRILLING PLUS VARIOUS EQUIPMENT LIFE ENHANCEMENTS WERE APPROXIMATELY $50 MILLION, WITH AN ADDITIONAL $8.0 MILLION EXPENDED FOR COSTS ASSOCIATED WITH MAINTENANCE OF FULL RIG CREWS DURING THE PROJECT PERIOD, INSURANCE, GENERAL RIG MAINTENANCE AND CAPITALIZED INTEREST FOR A TOTAL CAPITALIZED COST OF APPROXIMATELY $58 MILLION. THE APPROXIMATE 30-DAY TRANSPORT TO EGYPT IS EXPECTED TO COST APPROXIMATELY $2 MILLION, ALL OF WHICH WILL BE AMORTIZED OVER THE TERM OF THE DRILLING CONTRACT. THE ATWOOD FALCON'S THREE-YEAR CONTRACT WITH SHELL PHILIPPINES EXPLORATION WILL TERMINATE UPON COMPLETION OF THE CURRENT WORK IN PROGRESS (ESTIMATED TO BE LATE 2001 TO EARLY 2002). THE COMPANY IS IN SERIOUS DISCUSSION FOR IMMEDIATE ON-GOING WORK FOLLOWING THE COMPLETION OF THE RIG'S CURRENT CONTRACT. THE COMPANY EXPECTS THE DAYRATE FOR THE ATWOOD FALCON'S NEXT CONTRACT OPPORTUNITY (IF THAT WORK IS COMMITTED) TO BE AROUND $70,000 TO $80,000 COMPARED TO ITS CURRENT LEVEL OF AROUND $100,000. THE RICHMOND IS CURRENTLY DRILLING THE LAST WELL UNDER ITS CONTRACT WITH NEXEN PETROLEUM OFFSHORE U.S.A., WHICH IS EXPECTED TO BE COMPLETED IN DECEMBER 2001. CONTRACT OPPORTUNITIES TO COMMENCE FOLLOWING THE RIG'S COMPLETION OF ITS CURRENT CONTRACT ARE BEING PURSUED. DUE TO THE MARKET DECLINE IN THE UNITED STATES GULF OF MEXICO, DAYRATES FOR ON-GOING WORK FOR THE RICHMOND COULD BE AROUND $20,000 COMPARED TO ITS CURRENT DAYRATE OF AROUND $40,000. THE COMPANY CONTINUES TO PLAN FOR THE $90 MILLION UPGRADE OF THE ATWOOD EAGLE CURRENTLY ESTIMATED TO COMMENCE DURING EARLY 2002. CONTRACT OPPORTUNITIES TO COMMENCE FOLLOWING THE RIG'S UPGRADE ARE BEING PURSUED INTERNATIONALLY. THE VICKSBURG IS CURRENTLY DRILLING THE FIRST OF AN EXPECTED 31 WELLS FOR CARIGALI-TRITON OPERATING COMPANY IN THE MALAYSIA - THAILAND JOINT DEVELOPMENT AREA. THE ATWOOD SOUTHERN CROSS, WHICH HAS WORKED CONTINUOUSLY FOR SEVERAL COMPANIES SINCE IT WAS MOVED TO THE MEDITERRANEAN SEA IN JUNE 2000, IS IN THE PROCESS OF COMPLETING ITS WORK IN TURKEY AND WILL THEN MOVE TO ISRAEL TO START ITS NEXT CONTRACTUAL COMMITMENT. THE COMPANY'S ULTRA-PREMIUM ENHANCED JACKUP BEING CONSTRUCTED IN SINGAPORE HAS BEEN NAMED THE ATWOOD BEACON. RIG-19, A PLATFORM RIG LOCATED IN AUSTRALIA THAT HAS BEEN IDLE SINCE SEPTEMBER 1999, HAS BEEN RETIRED, WITH ITS EQUIPMENT AVAILABLE FOR SALE. SOME OF THE EQUIPMENT ON THE RIG COULD ALSO BE USED TO UPGRADE THE SEASCOUT, ONCE AN ACCEPTABLE CONTACT OPPORTUNITY IS SECURED. RIG-19 IS FULLY DEPRECIATED; THUS, ITS RETIREMENT HAS NO SIGNIFICANT IMPACT ON THE COMPANY'S FINANCIAL STATEMENTS. ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2001 AND 2000, AN ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2001, CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 2001 AND 2000 AND CONTRACT STATUS SUMMARY AT NOVEMBER 19, 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, risks associated with possible disruptions in operations due to terrorism; 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: 19 November 2001 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ------------- 99.1 Press Release dated November 19, 2001 99.2 Consolidated Statements of Operations for the three months and year ended September 30, 2001 and 2000 99.3 Analysis of Contract Revenues and Drilling Costs for the three months and year ended September 30, 2001 99.4 Consolidated Condensed Balance Sheets at September 30, 2001 and 2000 99.5 Contract Status Summary at November 19, 2001 EXHIBIT 99.1 ATWOOD OCEANICS, INC., HOUSTON-BASED INTERNATIONAL DRILLING CONTRACTOR, ANNOUNCED TODAY THAT THE COMPANY AND ITS SUBSIDIARIES REPORTED NET INCOME OF USD 27,346,000, OR USD 1.96 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 147,541,000, FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001, COMPARED TO NET INCOME OF USD 23,148,000, OR USD 1.66 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 135,974,000, FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000. FOR THE FOURTH QUARTER ENDED SEPTEMBER 30, 2001, THE COMPANY RECORDED A NET INCOME OF USD 7,791,000 OR USD .56 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 35,694,000 COMPARED TO A NET INCOME OF USD 6,862,000 OR USD .49 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 37,923,000 FOR THE FOURTH QUARTER OF FISCAL 2000. AS A RESULT OF CHANGES EFFECTIVE OCTOBER 1, 2000 IN THE COMPANY'S DEPRECIATION POLICY RELATING TO CERTAIN RIGS, DEPRECIATION EXPENSE FOR THE YEAR AND QUARTER ENDED SEPTEMBER 30, 2001 WAS REDUCED BY APPROXIMATELY $5.8 MILLION AND $.9 MILLION, RESPECTIVELY, RESULTING IN ENHANCEMENT TO NET INCOME FOR THE YEAR OF $.28 PER DILUTED SHARE AND FOR THE QUARTER ENDED SEPTEMBER 30, 2001 OF $.04 PER DILUTED SHARE. COMPARED FIGURES ARE AS FOLLOWS: FOR THE YEAR ENDED SEPTEMBER 30: 2001 2000 --------------------------------- ---- ---- CONTRACT REVENUES(1) USD 147,541,000 USD 135,974,000 INCOME BEFORE INCOME TAXES 41,121,000 35,898,000 NET INCOME 27,346,000 23,148,000 EARNINGS PER COMMON SHARE - BASIC 1.98 1.68 DILUTED 1.96 1.66 AVERAGE COMMON SHARES OUTSTANDING - BASIC 13,828,000 13,763,000 DILUTED 13,978,000 13,916,000 FOR THE QUARTER ENDED SEPTEMBER 30: 2001 2000 ----------------------------------- ---- ---- CONTRACT REVENUES(1) USD 35,694,000 USD 37,923,000 INCOME BEFORE INCOME TAXES 10,379,000 9,697,000 NET INCOME 7,791,000 6,862,000 EARNINGS PER COMMON SHARE - BASIC .56 .50 DILUTED .56 .49 WEIGHTED COMMON SHARES OUTSTANDING - BASIC 13,832,000 13,822,000 DILUTED 13,912,000 13,964,000 (1) In the fourth quarter of 2001, Atwood adopted Staff Accounting Bulletin No. 101 which require that mobilization revenues and related cost be shown gross on the consolidated income statement as opposed to the Company's prior policy of netting such amounts. Accordingly, the 2001 and 2000 contract revenue amounts reflect this reclassification. EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Year Ended September 30, September 30, ---------------------- ----------------------- 2001 2000 2001 2000 ------ ----- ----- ----- (Unaudited) (Unaudited) REVENUES: Contract drilling $ 34,334 $ 36,279 $141,473 $132,846 Contract management 1,360 1,644 6,068 3,127 -------- -------- -------- -------- 35,694 37,923 147,541 135,973 -------- -------- -------- -------- COSTS AND EXPENSES Contract drilling 15,609 16,148 64,343 58,057 Contract management 1,217 1,539 5,671 2,652 Depreciation 5,976 8,033 25,579 29,624 General and administrative 2,229 2,262 9,250 8,449 -------- -------- -------- -------- 25,031 27,982 104,843 98,782 -------- -------- -------- -------- OPERATING INCOME 10,663 9,941 42,698 37,191 -------- -------- -------- -------- OTHER INCOME (EXPENSE) Interest expense (416) (1,078) (2,939) (3,907) Investment income 132 834 1,362 2,614 -------- -------- -------- -------- (284) (244) (1,577) (1,293) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 10,379 9,697 41,121 35,898 PROVISION FOR INCOME TAXES 2,588 2,835 13,775 12,750 -------- -------- -------- -------- NET INCOME $ 7,791 $ 6,862 $ 27,346 $ 23,148 ======== ======== ======== ======== EARNINGS PER COMMON SHARE Basic $ 0.56 $ 0.50 $ 1.98 $ 1.68 Diluted $ 0.56 $ 0.49 $ 1.96 $ 1.66 AVERAGE COMMON SHARES OUTSTANDING Basic 13,832 13,822 13,828 13,763 Diluted 13,912 13,964 13,978 13,916
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT DRILLING REVENUES AND DRILLING COSTS (Unaudited) FOR THE QUARTER ENDED SEPTEMBER 30, 2001 ---------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS --------- --------- (In Millions) ATWOOD FALCON $ 10.1 $ 2.2 SEAHAWK 5.9 2.0 ATWOOD SOUTHERN CROSS 5.0 3.0 ATWOOD EAGLE 5.0 3.1 VICKSBURG 4.7 3.0 RICHMOND 3.6 1.8 ATWOOD HUNTER 0.0 0.0 OTHER 0.0 0.5 ------ ------ $ 34.3 $ 15.6 ====== ====== FOR THE YEAR ENDED SEPTEMBER 30, 2001 ------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $ 40.5 $ 9.1 SEAHAWK 23.4 7.7 ATWOOD EAGLE 19.9 11.7 ATWOOD SOUTHERN CROSS 17.9 10.3 ATWOOD HUNTER 15.8 8.1 VICKSBURG 12.7 7.4 RICHMOND 11.3 7.6 OTHER 0.0 2.4 ------- ------ $ 141.5 $ 64.3 ======= ====== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) SEPTEMBER 30, --------------------------- 2001 2000 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 12,621 $ 19,740 Other current assets 33,270 45,177 -------- -------- Total Current Assets 45,891 64,917 SECURITIES HELD FOR INVESTMENT --- 22,921 NET PROPERTY AND EQUIPMENT 306,254 224,107 DEFERRED COSTS AND OTHER ASSETS 1,903 1,306 --------- --------- $ 354,048 $ 313,251 ========= ========= LIABILTIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES $ 22,444 $ 17,484 LONG-TERM NOTES PAYABLE 60,000 46,000 DEFERRED CREDITS 25,748 31,562 SHAREHOLDERS' EQUITY 245,856 218,205 --------- --------- $ 354,048 $ 313,251 ========= ========= EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT NOVEMBER 19, 2001 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------- -------- -------- --------------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON PHILIPPINES SHELL PHILIPPINES The rig's current contract terminates upon completion of EXPLORATION B.V. the present work in progress, estimated to late 2001 or early 2002. The Company is in serious discussion for immediate on-going work following completion of the rig's current contract. ATWOOD HUNTER ENROUTE TO EGYPT BURULLUS GAS COMPANY The rig is currently being transported to Egypt to commence an eleven-well drilling program estimated to take between 280 and 340 days to complete. ATWOOD EAGLE MEDITERRANEAN SEA RASHID PETROLEUM The rig has contractual commitments in Egypt which should COMPANY keep the rig employed until early 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 November 2003, PRODUCTION with an option for the Operator to extend. MALAYSIA INC. ATWOOD SOUTHERN CROSS MEDITERRANEAN SEA EL PASO PRODUCTION The rig is in the process of completing its contractual COMPANY TURKEY B.V. commitment in Turkey and will then move to Israel to start its next contractual commitment. The rig has contractual commitments in Israel and Egypt which should keep the rig employed until the fourth quarter of fiscal 2002. SEASCOUT UNITED STATES GULF The SEASCOUT was purchased in December 2000 for future OF MEXICO conversion to a tender-assist unit, similar to the SEAHAWK, once an acceptable contract opportunity is secured. CANTILEVER JACKUP - -------------------- VICKSBURG MALAYSIA-THAILAND CARIGALI-TRITON The rig has(commenced a drilling program expected to include JOINT DEVELOPMENT OPERATING COMPANY 31 wells (estimated to take around 540 days). CTOC has the AREA ("CTOC") option of canceling the contract at any time after giving a sixty-day written notice of termination. SUBMERSIBLE - -------------------- RICHMOND UNITED STATES GULF NEXEN PETROLEUM The rig is currently drilling the last well for Nexen OF MEXICO OFFSHORE U.S.A. Petroleum Offshore U.S.A., which is expected to be completed in December 2001. Contract opportunities to commence following the rig's completion of its current contract are being pursued. MODULAR PLATFORMS - --------------------- RIG-200 AUSTRALIA The rig is available for contract since it became idle in June 1999. MANAGEMENT/LABOR CONTRACTS -------------------------- GOODWYN 'A' / AUSTRALIA WOODSIDE ENERGY LTD. There is currently an indefinite planned break in drilling NORTH RANKIN 'A' activity for the two client-owned rigs. The Company is involved in maintenance of the two rigs for future drilling programs.