8-K 1 f8k042903.txt ================================================================================ UNITED STATES 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: April 29, 2003 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 N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ ITEM 7. EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED APRIL 29, 2003 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2003 AND 2002 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2003 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2003 AND SEPTEMBER 30, 2002 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT APRIL 29, 2003 ITEM 9. REGULATION FD DISCLOSURE On April 29, 2003, the Company announced its earnings for the Fiscal Year 2003 Second Quarter ended March 31, 2003. 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 ATWOOD FALCON is drilling the sixth well of an eight well contract with Woodside. The contract is estimated to be completed in June 2003. Immediately upon completion of its work in Australia, the rig will be moved to Malaysia to drill one well for Sarawak Shell. The drilling of the well should commence around July 1, 2003 and should take approximately 60 days to complete, with a dayrate of $83,000. The ATWOOD HUNTER is currently drilling one well for Burullus Gas Company, which should take until mid-May 2003 to complete. Upon completion of this well, the rig will move to Israel to drill one well for Samedan, Mediterranean Sea ("Samedan"). The Samedan well should take until the end of July 2003 to complete and will have a dayrate of $80,000. The RICHMOND is drilling the first of two firm wells for Ocean Energy, Inc. These wells should take until the end of June 2003 to complete and will have a dayrate of $24,000. The construction of the ATWOOD BEACON continues on schedule. The shipyard portion of the construction should be completed by May 2003; additional equipment commissioning and testing may be carried out until July 2003 depending on the schedule for commencing operations. The Company is in discussion for a short-term contract for the rig to commence operation in July/August 2003. Additional information with respect to the Company's Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002, an analysis of Contract Revenues and Drilling Costs for the quarter ended March 31, 2003, Consolidated Balance Sheets at March 31, 2003 and September 30, 2002 and Contract Status Summary at April 29, 2003 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 the construction of a rig; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism; risks associated with a possible disruption in operations due to a war with Iraq; 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, 2002, 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: April 29, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated April 29, 2003 99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2003 and 2002 99.3 Analysis of Contract Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2003 99.4 Consolidated Balance Sheets at March 31, 2003 and September 30, 2002 99.5 Contract Status Summary at April 29, 2003 EXHIBIT 99.1 Houston, Texas 29 April 2003 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based International Drilling Contractor, announced today that the Company earned net income of $587,000 or $.04 per diluted share, on contract revenues of $35,073,000 for the quarter ended March 31, 2003, compared to net income of $6,830,000 or $.49 per diluted share on contract revenues of $43,740,000 for the quarter ended March 31, 2002. For the six months ended March 31, 2003, the Company earned net income of $1,537,000 or $.11 per diluted share, on contract revenues of $64,914,000 compared to net income of $14,988,000 or $1.07 per diluted share, on contract revenues of $80,974,000 for the six months ended March 31, 2002. FOR THE THREE MONTHS ENDED MARCH 31, 2003 2002 ----------- ------------ Contract Revenues $35,073,000 $43,740,000 =========== =========== Income before Income Taxes 1,428,000 10,715,000 Provision for Income Taxes (841,000) (3,885,000) ----------- ------------ Net Income 587,000 6,830,000 =========== =========== Earnings per Common Share - Basic .04 .49 Diluted .04 .49 Weighted Average Shares Outstanding - Basic 13,845,000 13,834,000 Diluted 13,900,000 13,978,000 FOR THE SIX MONTHS ENDED MARCH 31, 2003 2002 ----------- ----------- Contract Revenues $64,914,000 $80,974,000 =========== =========== Income before Income Taxes 3,802,000 23,102,000 Provision for Income Taxes (2,265,000) (8,114,000) ----------- ------------ Net Income 1,537,000 14,988,000 =========== =========== Earnings per Common Share - Basic .11 1.08 Diluted .11 1.07 Weighted Average Shares Outstanding - Basic 13,846,000 13,835,000 Diluted 13,903,000 13,948,000 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, --------------------------------- -------------------------------- 2003 2002 2003 2002 ----- ----- ----- ----- (Unaudited) (Unaudited) REVENUES: Contract drilling $ 35,073 $ 43,740 $ 64,914 $ 80,974 COSTS AND EXPENSES: Contract drilling 24,114 23,205 43,459 39,419 Depreciation 5,850 6,720 11,242 12,543 General and administrative 3,119 2,494 5,799 5,164 ------- ------- ------- -------- 33,083 32,419 60,500 57,126 ------- ------- ------- -------- OPERATING INCOME 1,990 11,321 4,414 23,848 ------- ------- ------ -------- OTHER INCOME (EXPENSE) Interest expense (598) (683) (711) (886) Interest income 36 77 99 140 ------- ------ ------ ------- (562) (606) (612) (746) INCOME BEFORE INCOME TAXES 1,428 10,715 3,802 23,102 PROVISION FOR INCOME TAXES 841 3,885 2,265 8,114 ------- ------ ------- ------- NET INCOME $ 587 $ 6,830 $ 1,537 $ 14,988 ======= ======== ======== ======== EARNINGS PER SHARE Basic $ .04 $ .49 $ .11 $ 1.08 Diluted $ .04 $ .49 $ .11 $ 1.07 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 13,845 13,834 13,846 13,835 Diluted 13,900 13,978 13,903 13,948
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2003 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $ 8.9 $ 5.6 VICKSBURG 5.9 2.3 SEAHAWK 5.8 3.0 ATWOOD SOUTHERN CROSS 5.5 4.2 ATWOOD HUNTER 3.5 3.3 ATWOOD EAGLE 2.9 2.2 RICHMOND 2.1 2.0 OTHER 0.5 1.5 --- ---- $35.1 $24.1 ===== ===== FOR THE SIX MONTHS ENDED MARCH 31, 2003 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $15.9 $ 9.7 VICKSBURG 12.3 4.8 SEAHAWK 11.0 5.4 ATWOOD HUNTER 9.9 6.8 ATWOOD SOUTHERN CROSS 7.9 8.0 RICHMOND 4.1 4.1 ATWOOD EAGLE 2.9 2.2 OTHER 0.9 2.5 --- ---- $64.9 $43.5 ===== ===== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) MAR. 31, 2003 SEP. 30, 2002 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $15,266 $27,055 Accounts receivable 30,803 28,776 Inventories of materials and supplies at lower of average cost or market 10,632 9,134 Deferred tax assets 223 223 Prepaid expenses 3,239 6,625 ---------- ------------ Total Current Assets 60,163 71,813 ---------- ------------ PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 648,850 583,241 Other 9,204 9,156 ---------- ------------ 658,054 592,397 Less-accumulated depreciation 235,191 224,000 ---------- ------------ Net Property and Equipment 422,863 368,397 ---------- ------------ DEFERRED COSTS AND OTHER ASSETS 11,990 4,320 ---------- ------------ $495,016 $444,530 ========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $1,430 $5,023 Accounts payable 3,028 5,584 Accrued liabilities 11,599 13,809 ---------- ------------ Total Current Liabilities 16,057 24,416 ---------- ------------ LONG-TERM NOTES PAYABLE, net of current maturities: 172,500 115,000 ---------- ------------ 172,500 115,000 ---------- ------------ OTHER LIABILITIES Deferred tax liabilities 15,895 15,545 Deferred credits 12,884 13,436 ---------- ------------ 28,779 28,981 ---------- ------------ SHAREHOLDERS' EQUITY: Preferred stock, no par value; 1,000,000 shares authorized, none outstanding 0 0 Common stock, $1 par value, 20,000,000 shares authorized with 13,847,000 and 13,845,000 issued and outstanding as of March 31, 2003 and September 30, 2002, respectively 13,847 13,845 Paid-in capital 57,282 57,274 Retained earnings 206,551 205,014 ---------- ------------ Total Shareholders' Equity 277,680 276,133 ---------- ------------ $495,016 $444,530 ========== ============
EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT APRIL 29, 2003 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------- --------- --------- --------------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON AUSTRALIA WOODSIDE ENERGY LTD. The rig is drilling its sixth well of an ("WOODSIDE") eight well contract with Woodside. The contract is estimated to be complete in June 2003. Following completion the rig will be moved to Malaysia to drill one well for Sarawak Shell. The drilling of this well should commence around July 1, 2003 and should take approximately 60 days to complete. ATWOOD HUNTER EGYPT BURULLUS GAS The rig is currently drilling a well for COMPANY ("BURULLUS") Burullus which is expected to be completed in May 2003. Following completion of the Burullus work, the rig will be moved to Israel to drill one well for Samedan, Mediterranean Sea ("Samedan"). The Samedan well is estimated to take 70 days to complete, with Samedan having an option to drill one additional well at a later date. ATWOOD EAGLE ANGOLA ESSO EXPLORATION ANGOLA The Company has executed a contract with ESSO (BLOCK 15) LIMITED for the use of the rig to drill three firm ("ESSO") wells, plus options for four additional wells, off the coast of Angola. The rig arrived in Angola on February 18, 2003 and commenced drilling operations in early March 2003. It should take five to six months to drill the three firm wells. SEAHAWK MALAYSIA EXXONMOBIL EXPLORATION & The rig's current contract terminates in PRODUCTION MALAYSIA INC. December 2003, with an option for the Operator to extend. ATWOOD SOUTHERN CROSS MEDITERRANEAN ENI S.P.A. - AGIP The rig is drilling the last well under its SEA DIVISION ("AGIP") contract with AGIP, which is expected to be completed in early May 2003. Contract opportunities for additional work following completion of the AGIP wells are being pursued in the Mediterranean Area. SEASCOUT UNITED STATES The SEASCOUT was purchased in December 2000 GULF OF MEXICO for future conversion to a tender-assist unit, similar to the SEAHAWK, once an acceptable contract opportunity is secured. The rig is currently coldstacked. CANTILEVER JACK-UPS - --------------------- VICKSBURG MALAYSIA EXXONMOBIL EXPLORATION In early October 2002, the rig commenced a AND PRODUCTION MALAYSIA two-year drilling program (with an option by INC. ("EMEPMI") EMEPMI for one additional year), with EMEPMI having the right to terminate the drilling program after one year at any time with a 120 days notice period. ATWOOD BEACON The construction of the ATWOOD BEACON UNDER continues on schedule. The shipyard portion CONSTRUCTION of the construction should be completed by May 2003; additional equipment commissioning and testing may be carried out until July 2003 depending on the schedule for commencing operations. The Company is in discussion for a short-term contract for the rig to commence operation in July/August 2003. SUBMERSIBLE - -------------- RICHMOND UNITED STATES OCEAN ENERGY, INC. The rig is currently drilling the first of GULF OF MEXICO two firm wells for Ocean Energy, Inc. These two wells should take until the end of June 2003 to complete. Ocean Energy, Inc. has four option wells under the contract. The contract contains a 30-day early termination provision. MODULAR PLATFORMS - -------------------- GOODWYN 'A' /NORTH AUSTRALIA WOODSIDE ENERGY LTD. There is currently an indefinite planned RANKIN 'A' break in drilling activity for the two client-owned rigs managed by the Company. The Company is involved in maintenance of the two rigs for future drilling programs.