8-K 1 f8kapr282004.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 28, 2004 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 28, 2004 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2004 AND 2003 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2004 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2004 AND SEPTEMBER 30, 2003 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT APRIL 28, 2004 ITEM 9. REGULATION FD DISCLOSURE On April 28, 2004, the Company announced its earnings for the Fiscal Year 2004 Second Quarter ended March 31, 2004. 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 six months ended March 31, 2004 and 2003, an analysis of Contract Revenues and Drilling Costs for the three months and six months ended March 31, 2004, Consolidated Balance Sheets at March 31, 2004 and September 30, 2003 and Contract Status Summary at April 28, 2004 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, 2003, 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 28, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated April 28, 2004 99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2004 and 2003 99.3 Analysis of Contract Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2004 99.4 Consolidated Balance Sheets at March 31, 2004 and September 30, 2003 99.5 Contract Status Summary at April 28, 2004 EXHIBIT 99.1 Houston, Texas 28 April 2004 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based International Drilling Contractor, announced today that the Company earned net income of $462,000 or $.03 per diluted share, on contract revenues of $36,810,000 for the quarter ended March 31, 2004, compared to net income of $587,000 or $.04 per diluted share on contract revenues of $35,073,000 for the quarter ended March 31, 2003. For the six months ended March 31, 2004, the Company incurred a net loss of ($1,442,000) or $(.10) per diluted share, on contract revenues of $72,135,000 compared to net income of $1,537,000 or $.11 per diluted share, on contract revenues of $64,914,000 for the six months ended March 31, 2003. FOR THE THREE MONTHS ENDED MARCH 31, 2004 2003 ----------- ----------- Contract Revenues $36,810,000 $35,073,000 =========== =========== Income before Income Taxes 2,235,000 1,428,000 Provision for Income Taxes (1,773,000) (841,000) ----------- ----------- Net Income 462,000 587,000 =========== =========== Earnings per Common Share - Basic .03 .04 Diluted .03 .04 Weighted Average Shares Outstanding - Basic 13,855,000 13,845,000 Diluted 14,019,000 13,900,000 FOR THE SIX MONTHS ENDED MARCH 31, 2004 2003 ----------- ----------- Contract Revenues $72,135,000 $64,914,000 =========== =========== Income before Income Taxes 2,171,000 3,802,000 Provision for Income Taxes (3,613,000) (2,265,000) ----------- ----------- Net Income (1,442,000) 1,537,000 =========== ============ Earnings per Common Share - Basic (.10) .11 Diluted (.10) .11 Weighted Average Shares Outstanding - Basic 13,855,000 13,846,000 Diluted 13,855,000 13,903,000 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, ------------------------- ------------------------ 2004 2003 2004 2003 ------ ----- ----- ----- (Unaudited) (Unaudited) REVENUES: Contract drilling $36,810 $ 35,073 $72,135 $ 64,914 ------- -------- -------- -------- COSTS AND EXPENSES: Contract drilling 21,414 24,114 43,947 43,459 Depreciation 7,847 5,850 15,689 11,242 General and administrative 2,987 3,119 5,675 5,799 ------- ------- ------- -------- 32,248 33,083 65,311 60,500 ------- -------- ------- -------- OPERATING INCOME 4,562 1,990 6,824 4,414 ------- -------- ------- -------- OTHER INCOME (EXPENSE) Interest expense (2,334) (598) (4,668) (711) Interest income 7 36 15 99 ------- -------- ------- -------- (2,327) (562) (4,653) (612) ------- -------- ------- -------- INCOME BEFORE INCOME TAXES 2,235 1,428 2,171 3,802 PROVISION FOR INCOME TAXES 1,773 841 3,613 2,265 ------- -------- ------- -------- NET INCOME $ 462 $ 587 $(1,442) $ 1,537 ======== ======== ======= ======== EARNINGS PER SHARE Basic $ .03 $ .04 $ (.10) $ .11 Dilute $ .03 $ .04 $ (.10) $ .11 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 13,855 13,845 13,855 13,846 Diluted 14,019 13,900 13,855 13,903
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2004 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- ---------- (In Millions) ATWOOD FALCON $ 7.8 $ 3.8 VICKSBURG 6.3 2.2 ATWOOD HUNTER 5.8 2.9 BEACON 4.7 2.3 SEAHAWK 4.3 2.1 ATWOOD EAGLE 3.3 3.0 RICHMOND 2.3 2.0 ATWOOD SOUTHERN CROSS 1.8 2.4 OTHER 0.5 0.7 ----- ----- $36.8 $21.4 ===== ===== FOR THE SIX MONTHS ENDED MARCH 31, 2004 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $13.8 $ 6.2 VICKSBURG 12.2 4.4 SEAHAWK 9.5 4.2 BEACON 9.1 4.5 ATWOOD HUNTER 8.4 5.8 ATWOOD EAGLE 8.0 6.8 ATWOOD SOUTHERN CROSS 5.6 6.8 RICHMOND 4.5 3.9 OTHER 1.0 1.3 ----- ----- $72.1 $43.9 ===== ===== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) Mar. 31, 2004 SEP. 30, 2003 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $10,369 $21,551 Accounts receivable 32,710 30,864 Income tax receivable 3,278 3,278 Inventories of materials and supplies at lower of average cost or market 12,359 12,583 Deferred tax assets 550 550 Prepaid expenses and other 8,280 7,186 -------- -------- Total Current Assets 67,546 76,012 -------- -------- PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 631,540 629,167 Other 9,079 9,072 -------- -------- 640,619 638,239 Less-accumulated depreciation 210,795 195,137 -------- -------- Net Property and Equipment 429,824 443,102 -------- -------- DEFERRED COSTS AND OTHER ASSETS 4,032 3,560 -------- -------- $501,402 $522,674 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $30,000 $24,000 Accounts payable 4,184 10,403 Accrued liabilities 8,326 8,851 Deferred credits 6,307 6,695 -------- -------- Total Current Liabilities 48,817 49,949 -------- -------- LONG-TERM NOTES PAYABLE, net of current maturities: 163,000 181,000 -------- -------- 163,000 181,000 -------- -------- OTHER LONG TERM LIABILITIES Deferred income taxes 20,468 21,217 Deferred credits and other 7,041 7,041 -------- -------- 27,509 28,258 -------- -------- 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 13,857,000 issued and outstanding 13,857 13,851 Paid-in capital 57,449 57,404 Retained earnings 190,770 192,212 -------- -------- Total Shareholders' Equity 262,076 263,467 -------- -------- $501,402 $522,674 ======== ========
EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIESATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT APRIL 28, 2004 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------------- -------- ------------------ -------------------------- SEMISUBMERSIBLES - ------------------- ATWOOD FALCON JAPAN JAPAN ENERGY DEVELOPMENT The rig is currently drilling the last well under its CO. LTD. ("JED") two well contract with for JED. The drilling of the second well should be complete in May 2004. Immediately upon completing the JED contract, the rig will be moved to China to drill one well for Husky Oil China Ltd. Additional work is currently being pursued in Southeast Asia to follow the Husky well. ATWOOD HUNTER EGYPT BURULLUS GAS CO. On December 31, 2003, the rig commenced a drilling ("BURULLUS") program for Burullus which includes ten firm wells plus options to drill six additional wells. The drilling of the ten firm wells are expected to take around 400 days to complete, and if all the option wells are drilled, the contract could extend for approximately 550 days. ATWOOD EAGLE AUSTRALIA APACHE ENERGY LIMITED The rig is currently drilling a program for BHP which ("APACHE") AND now includes three firm wells after BHP exercised the BHP BILLITON PETROLEUM first of three option wells. The drilling of these PTY. LTD. ("BHP") three firm wells should take approximately 75 days to complete. SEAHAWK MALAYSIA EXXONMOBIL EXPLORATION & EMEPMI has given written notice that they will PRODUCTION MALAYSIA terminate the current contract upon completion of work INC. ("EMEPMI") in progress on June 29, 2004. Additional work is being pursued in Southeast Asia as well as other areas of the world. ATWOOD SOUTHERN CROSS MALAYSIA MURPHY SARAWAK OIL In March 2004 the rig commenced the Murphy drilling COMPANY, LTD. ("MURPHY") program which includes the drilling of two firm wells plus options to drill an additional four wells. Drilling of the two firm wells is expected to take 45 to 60 days to complete and if all option wells are drilled, the drilling program could extend from around 150 to 180 days. SEASCOUT UNITED STATES The SEASCOUT was purchased in December 2000 for future GULF OF MEXICO conversion to a tender-assist unit, similar to the SEAHAWK. There are currently no upgrade plans and the rig is currently coldstacked. CANTILEVER JACK-UPS - ---------------------- VICKSBURG MALAYSIA EXXONMOBIL EXPLORATION & In October 2002, the rig commenced a drilling program PRODUCTION MALAYSIA INC. (with an option by EMEPMI for one additional year). ("EMEPMI") The current contract will be suspended upon completion of drilling on the current platform (estimated to be early to mid May 2004). Immediately upon completing its current drilling program, the rig will be moved to Thailand to commence a drilling program for Chevron Offshore (Thailand) Limited. This program is expected to take approximately five months to complete, at which time, the rig will be moved back to Malaysia whereby EMEPMI will reinstate the rig's contract. The EMEPMI drilling commitment will include the estimated five months suspension period plus an additional twelve months, for a total of seventeen months commencing in November 2004. EMEPMI retains it right to terminate the contract with at least 120 days notice. ATWOOD BEACON MALAYSIA PETRONAS CARIGALI SDN. The rig is drilling the sixth of eight wells for BHD. ("PETRONAS") Petronas. This drilling program is expected to take until June 2004 to complete. Contract opportunities for additional work following completion of the Petronas contract are being pursued in Malaysia as well as other areas outside of Malaysia. SUBMERSIBLE - -------------- RICHMOND UNITED STATES BOIS D'ARC OFFSHORE LTD. In late March 2004, the rig commenced a drilling GULF OF MEXICO ("BOIS") program for Bois which is expected to take approximately 90 days to complete. Immediately upon completion of the Bois contract, the rig will commence a drilling program for Helis Oil & Gas Company, L.L.C. which includes the drilling of four firm wells plus options to drill four additional wells. The drilling of the four firm wells is expected to take around 120 to 150 days to complete and if all four option wells are drilled, the contract could extend for around 240 to 300 days. MODULAR PLATFORMS - -------------------- GOODWYN 'A' /NORTH AUSTRALIA WOODSIDE ENERGY LTD. There is currently an indefinite planned break in 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.