8-K 1 f8k09302003.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 18, 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 =============================================================================== ITEM 7. EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED NOVEMBER 18, 2003 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2003 AND 2002 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2003 EXHIBIT 99.4 CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 2003 AND 2002 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT NOVEMBER 18, 2003 ITEM 9. REGULATION FD DISCLOSURE ON NOVEMBER 18, 2003, THE COMPANY ANNOUNCED ITS EARNINGS FOR THE FISCAL YEAR AND FOURTH QUARTER ENDED SEPTEMBER 30, 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. ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY'S CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2003 AND 2002, AN ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2003, CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30, 2003 AND 2002 AND CONTRACT STATUS SUMMARY AT NOVEMBER 18, 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 in upgrades 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's 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: 18 November 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated November 18, 2003 99.2 Consolidated Statements of Operations for the three months and year ended September 30, 2003 and 2002 99.3 Analysis of Contract Revenues and Drilling Costs for the three months and year ended September 30, 2003 99.4 Consolidated Condensed Balance Sheets at September 30, 2003 and 2002 99.5 Contract Status Summary at November 18, 2003 EXHIBIT 99.1 Houston, Texas 18 November 2003 FOR IMMEDIATE RELEASE ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor, announced today that the Company and its subsidiaries reported net loss of USD (12,802,000), or USD (.92) per diluted share, on contract revenues of USD 144,766,000, for the fiscal year ended September 30, 2003, compared to net income of USD 28,285,000, or USD 2.02 per diluted share, on contract revenues of USD 149,157,000, for the fiscal year ended September 30, 2002. For the fourth quarter ended September 30, 2003, the Company recorded a net loss of USD (14,257,000) or USD (1.03) per diluted share, on contract revenues of USD 38,005,000 compared to a net income of USD 7,165,000 or USD .51 per diluted share, on contract revenues of USD 30,781,000 for the fourth quarter of fiscal 2002. The Company's current tax provision for the quarter and year ended September 30, 2003 virtually all relates to taxes in foreign jurisdictions, with the Company not incurring taxable income in the United States necessary to utilize foreign tax credits. Due to the low level of earnings in the US, in addition to losses in certain nontaxable jurisdictions the Company's effective tax for fiscal year 2003 significantly exceeds the US statutory rate. Further, the Company has recently determined that after reassessing certain tax planning strategies in conjunction with the Company's major reorganization of its foreign subsidiaries and the assets of those subsidiaries undertaken in fiscal year 2003, the Company should book deferred foreign tax liabilities relating to Australian and Malaysian taxes of $5.9 million. This deferred tax expense has no cash effect on the Company; however, the loss for the quarter and for fiscal year 2003 increased by approximately $.40 per share. Compared figures are as follows: FOR THE YEAR ENDED SEPTEMBER 30: 2003 2002 --------------------------------- ---- ---- CONTRACT REVENUES USD 144,766,000 USD 149,157,000 INCOME BEFORE INCOME TAXES 38,777,000 NET INCOME (LOSS) 1,636,000 28,285,000 EARNINGS (LOSS) PER COMMON SHARE - (12,802,000) BASIC 2.04 DILUTED (.92) 2.02 (.92) AVERAGE COMMON SHARES OUTSTANDING - BASIC 13,839,000 DILUTED 13,846,000 13,994,000 13,846,000 FOR THE QUARTER ENDED SEPTEMBER 30: 2003 2002 ----------------------------------- ---- ---- CONTRACT REVENUES USD 38,005,000 USD 30,781,000 INCOME (LOSS) BEFORE INCOME TAXES (4,373,000) 6,501,000 NET INCOME (LOSS) (14,257,000) 7,165,000 EARNINGS (LOSS) PER COMMON SHARE - BASIC (1.03) .52 DILUTED (1.03) .51 WEIGHTED COMMON SHARES OUTSTANDING - BASIC 13,848,000 13,845,000 DILUTED 13,848,000 13,928,000 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 Year Ended September 30, September 30, 2003 2002 2003 2002 (Unaudited) (Unaudited) REVENUES Contract drilling $ 38,005 $ 30,781 $144,766 $149,157 -------- -------- -------- -------- COSTS AND EXPENSES Contract drilling 27,407 16,176 98,501 75,088 Depreciation 7,733 5,381 25,758 23,882 General and administrative 5,193 2,580 14,015 10,080 -------- -------- -------- -------- 40,333 24,137 138,274 109,050 -------- -------- -------- -------- OPERATING INCOME (LOSS) (2,328) 6,644 6,492 40,107 OTHER INCOME (EXPENSE) Interest expense (2,064) (271) (5,014) (1,658) Investment income 19 128 158 328 -------- -------- -------- --------- (2,045) (143) (4,856) (1,330) -------- -------- -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (4,373) 6,501 1,636 38,777 PROVISION (BENEFIT) FOR INCOME TAXES (Note 1 and 2) 9,884 (664) 14,438 10,492 -------- ------- -------- -------- NET INCOME (LOSS) $ (14,257) $ 7,165 $ (12,802) $ 28,285 ======== ======= ========= ======== EARNINGS (LOSS) PER COMMON SHARE Basic $ (1.03) $ 0.52 $ (0.92) $ 2.04 Diluted $ (1.03) $ 0.51 $ (0.92) $ 2.02 AVERAGE COMMON SHARES OUTSTANDING Basic 13,848 13,845 13,846 13,839 Diluted 13,848 13,928 13,846 13,994 Notes - 1) The Company's current tax provision for the quarter and year ended September 30, 2003 virtually all relates to taxes in foreign jurisdictions, with the Company not incurring taxable income in the United States necessary to utilize foreign tax credits. Due to the low level of earnings in the US, in addition to losses in certain nontaxable jurisdictions the Company's effective tax for fiscal year 2003 significantly exceeds the US statutory rate. Further, the Company has recently determined that after reassessing certain tax planning strategies in conjunction with the Company's major reorganization of its foreign subsidiaries and the assets of those subsidiaries undertaken in fiscal year 2003, the Company should book deferred foreign tax liabilities relating to Australian and Malaysian taxes of $5.9 million. This deferred tax expense has no cash effect on the Company; however, the loss for the quarter and for fiscal year 2003 increased by approximately $.40 per share. 2) Net income for the year and fourth quarter of fiscal 2002 was enhanced by $2.3 milion from a foreign income tax credit benefit generated in the quarter ended September 30, 2002.
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT DRILLING REVENUES AND DRILLING COSTS (Unaudited) FOR THE QUARTER ENDED SEPTEMBER 30, 2003 ---------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- --------- (In Millions) ATWOOD EAGLE $ 9.2 $ 10.5 ATWOOD FALCON 7.0 3.2 VICKSBURG 6.4 2.3 SEAHAWK 5.9 2.1 ATWOOD BEACON 2.9 1.4 ATWOOD HUNTER 2.5 2.8 RICHMOND 2.0 1.9 ATWOOD SOUTHERN CROSS 1.6 2.5 OTHER 0.5 0.7 ------ ------ $ 38.0 $ 27.4 ====== ====== FOR THE YEAR ENDED SEPTEMBER 30, 2003 ------------------------------------- CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $ 32.4 $ 18.7 VICKSBURG 25.0 9.3 SEAHAWK 22.8 9.7 ATWOOD EAGLE 19.8 19.4 ATWOOD HUNTER 17.2 12.9 ATWOOD SOUTHERN CROSS 14.5 14.4 RICHMOND 8.3 8.2 ATWOOD BEACON 3.0 1.4 OTHER 1.8 4.5 ------- ------ $ 144.8 $ 98.5 ======= ====== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) SEPTEMBER 30, ------------------------ 2003 2002 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20,391 $ 27,055 Other current assets 51,791 44,758 --------- --------- Total Current Assets 72,182 71,813 NET PROPERTY AND EQUIPMENT 442,659 368,397 DEFERRED COSTS AND OTHER ASSETS 4,805 4,320 --------- --------- $ 519,646 $ 444,530 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES (includes $24 million of current maturities of long-term notes payable in 2003) $ 40,504 $ 24,416 LONG-TERM NOTES PAYABLE, net of current maturities 181,000 115,000 DEFERRED CREDITS 34,757 28,981 SHAREHOLDERS' EQUITY 263,385 276,133 --------- --------- $ 519,646 $ 444,530 ========= ========= EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT NOVEMBER 18, 2003 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------- -------- ----------- ---------------- SEMISUBMERSIBLES - -------------------- ATWOOD FALCON MALAYSIA SARAWAK SHELL ("SHELL") The rig is currently working under a drilling program in Malaysia to drill one well for Shell. The drilling of this well is estimated to take until mid-December 2003 to complete. Following completion of its work in Malaysia, the rig will be moved to Japan to drill two wells estimated to take 100 to 120 days to complete. ATWOOD HUNTER MOBILIZING TO MP ZARAT The rig is currently mobilizing to Tunisia to TUNISIA commence a one-well drilling program for MP Zarat around mid-November 2003. The one well is expected to take 20 to 25 days to complete. Future contract opportunities for additional work are being pursued in the Mediterranean area, as well as areas outside of the Mediterranean. ATWOOD EAGLE ANGOLA CNR RANGER (ANGOLA) In early October 2003, the rig commenced a LIMITED ("CNR") one-well drilling program for CNR, which is expected to be completed in late November to mid-December 2003. Contract opportunities for additional work in Angola and other areas of the world are being pursued. SEAHAWK MALAYSIA EXXONMOBIL EXPLORATION & The rig's current contract terminates in December PRODUCTION MALAYSIA 2004, with an option for the Operator to extend. INC. ("EMEPMI") EMEPMI has the right to terminate the contract after the completion of the first six months of the extension period (which commences in December 2003) with 120 days written notice. ATWOOD SOUTHERN CROSS MOBILIZING TO CAIRN ENERGY INDIA PTY. The rig is currently being mobilized to India to INDIA LIMITED ("CAIRN") commence, in early December 2003, a one-well plus two-options drilling program for Cairn. The one firm well is expected to take 60 days to complete and, if the two options are exercised, an additional 80 days could be added to the drilling program. Contract opportunities for additional work in India, as well as other areas of Southeast Asia are being pursued. 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. The rig is currently coldstacked. CANTILEVER JACK-UPS - --------------------- VICKSBURG MALAYSIA EXXONMOBIL EXPLORATION & In October 2002, the rig commenced a two-year PRODUCTION MALAYSIA INC. drilling program (with an option by EMEPMI for one ("EMEPMI") additional year), with EMEPMI having the right to terminate the drilling program after one year with at least 120 days notice period. ATWOOD BEACON MALAYSIA MURPHY SARAWAK OIL In early August 2003, the rig commenced working COMPANY, LTD. ("MURPHY") under a contract with Murphy which provided for the drilling of three firm wells plus options to drill five additional wells off the coast of Malaysia. Murphy has now exercised its option to extend the contract for the additional five wells. It should take until February/March 2004 to complete the drilling of the eight wells. Contract opportunities for additional work following completion of the Murphy contract are being pursued in Malaysia as well as other areas outside of Malaysia. SUBMERSIBLE - --------------- RICHMOND UNITED STATES UNION OIL COMPANY OF In September 2003, the rig commenced a two-well GULF OF MEXICO CALIFORNIA ("UNOCAL") plus one option well contract for UNOCAL. UNOCAL has exercised the option well and in addition, has awarded the rig two more firm wells; thus, providing for a total of five wells to be drilled under the contract. It should take until around February 2004 to complete the drilling of the five wells. MODULAR PLATFORMS - -------------------- GOODWYN 'A' / AUSTRALIA WOODSIDE ENERGY LTD. There is currently an indefinite planned break in NORTH RANKIN 'A' 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.