8-K 1 f8kjune302004.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: July 29, 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 JULY 29, 2004 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2004 AND 2003 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2004 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2004 AND SEPTEMBER 30, 2003 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT JULY 29, 2004 ITEM 9. REGULATION FD DISCLOSURE On July 29, 2004, the Company announced its earnings for the Fiscal Year 2004 Third Quarter ended June 30, 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. The ATWOOD SOUTHERN CROSS has been awarded a contract by Daewoo International Corporation to drill two firm wells plus an option for one additional well offshore Myanmar. The contract provides for a dayrate of $35,000 for the two firm wells and $40,000 for the option well. The ATWOOD SOUTHERN CROSS is currently drilling a program for Murphy Sarawak Oil Company ("Murphy"). If Murphy exercises one more option, the Daewoo program will commence immediately upon the rig completing the Murphy work. The drilling of the two firm wells for Daewoo is estimated to take 60 to 80 days to complete. It has been preliminarily determined that the ATWOOD BEACON has damage to all three legs and the derrick as a result of the previously announced (see Press Release dated July 26, 2004) incident on July 25, 2004, while positioning the rig for its next well in Indonesia. The Company's current plan, which is subject to further analysis and revision, is to remove the legs on location and then transport the rig and the legs to the builder's shipyard in Singapore for inspection and repairs. Presently, the Company is unable to determine the time necessary for repairs. The current contract for the rig had approximately 60 days remaining in its term. The Company is discussing the status of the contract with the operator; however, until the repair period for the rig is better defined, the Company is unable to comment on future contract plans and marketing options involving the rig. The ATWOOD EAGLE is preparing to commence drilling its fifth well for BHP Billiton Petroleum, with BHP having an option to drill one more well prior to the rig commencing its drilling program for Woodside Energy, Ltd. In the Company's conference call in April 2004, earnings for the fourth quarter of fiscal year 2004 were estimated to range between $.25 and $.35 Now with the ATWOOD BEACON incident and with the ATWOOD FALCON having no revenues for the entire month of July 2004 due to its quarters upgrade and planned maintenance and mobilization to its next drilling location, earnings for the fourth quarter of fiscal year 2004 is currently estimated to range between $.05 and $.10, with estimated earnings for the fiscal year being between $.35 and $.40. Additional information with respect to the Company's Consolidated Statements of Operations for the three months and nine months ended June 30, 2004 and 2003, an analysis of Contract Revenues and Drilling Costs for the three months and nine months ended June 30, 2004, Consolidated Balance Sheets at June 30, 2004 and September 30, 2003 and Contract Status Summary at July 29, 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: July 29, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated July 29, 2004 99.2 Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2004 and 2003 99.3 Analysis of Contract Revenues and Drilling Costs for the Three Months and Nine Months ended June 30, 2004 99.4 Consolidated Balance Sheets at June 30, 2004 and September 30, 2003 99.5 Contract Status Summary at July 29, 2004 EXHIBIT 99.1 Houston, Texas 29 July 2004 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based International Drilling Contractor, announced today that the Company earned net income of $5,685,000 or $.40 per diluted share, on contract revenues of $48,386,000 for the quarter ended June 30, 2004, compared to a net loss of ($82,000) or ($.01) per diluted share on contract revenues of $41,847,000 for the quarter ended June 30, 2003. For the nine months ended June 30, 2004, the Company earned net income of $4,243,000 or $ .30 per diluted share, on contract revenues of $120,521,000 compared to net income of $1,455,000 or $.10 per diluted share, on contract revenues of $106,761,000 for the nine months ended June 30, 2003. FOR THE THREE MONTHS ENDED JUNE 30, 2004 2003 -------------- ------------- Contract Revenues $48,386,000 $41,847,000 =========== ========== Income before Income Taxes 8,589,000 2,207,000 Provision for Income Taxes ( 2,904,000) (2,289,000) ----------- ---------- Net Income 5,685,000 (82,000) =========== =========== Earnings per Common Share - Basic .41 (.01) Diluted .40 (.01) Weighted Average Shares Outstanding - Basic 13,860,000 13,847,000 Diluted 14,073,000 13,847,000 FOR THE NINE MONTHS ENDED JUNE 30, 2004 2003 ------------- ------------ Contract Revenues $120,521,000 $106,761,000 ============ ============ Income before Income Taxes 10,760,000 6,009,000 Provision for Income Taxes (6,517,000) (4,554,000) ------------ ------------ Net Income 4,243,000 1,455,000 ============ ============ Earnings per Common Share - Basic .31 .11 Diluted .30 .10 Weighted Average Shares Outstanding - Basic 13,858,000 13,846,000 Diluted 13,999,000 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 Nine Months Ended June 30, June 30, -------------------------------- --------------------------- 2004 2003 2004 2003 ---- ---- ---- ---- (Unaudited) (Unaudited) REVENUES: Contract drilling $ 48,386 $ 41,847 $120,521 $106,761 -------- -------- -------- -------- COSTS AND EXPENSES: Contract drilling 26,572 27,635 70,519 71,094 Depreciation 7,898 6,783 23,587 18,025 General and administrative 3,008 3,023 8,683 8,822 ------- -------- ------- ------- 37,478 37,441 102,789 97,941 ------ -------- ------- ------- OPERATING INCOME 10,908 4,406 17,732 8,820 ------ -------- ------- ------- OTHER INCOME (EXPENSE) Interest expense (2,330) (2,239) (6,998) (2,950) Interest income 11 40 26 139 ------ -------- ------- ------- (2,319) (2,199) (6,972) (2,811) ------ -------- ------- ------- INCOME BEFORE INCOME TAXES 8,589 2,207 10,760 6,009 PROVISION FOR INCOME TAXES 2,904 2,289 6,517 4,554 ------ -------- ------- ------- NET INCOME (LOSS) $ 5,685 $ (82) $ 4,243 $ 1,455 ======= ======== ======== ======== EARNINGS (LOSS) PER SHARE Basic $ .41 $ (.01) $ .31 $ .11 Diluted $ .40 $ (.01) $ .30 $ .10 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 13,860 13,847 13,858 13,846 Diluted 14,073 13,847 13,999 13,903
EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED JUNE 30, 2004 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS ----------------- ----------------- (In Millions) ATWOOD EAGLE $ 11.9 $ 7.3 ATWOOD FALCON 7.8 3.7 BEACON 6.1 2.3 VICKSBURG 6.0 2.2 ATWOOD HUNTER 5.6 3.1 SEAHAWK 4.6 2.0 ATWOOD SOUTHERN CROSS 3.5 2.8 RICHMOND 2.4 2.1 OTHER 0.5 1.1 ----- ----- $48.4 $26.6 ===== ===== FOR THE NINE MONTHS ENDED JUNE 30, 2004 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS ----------------- -------------- (In Millions) ATWOOD FALCON $21.6 $ 9.9 ATWOOD EAGLE 19.9 14.1 VICKSBURG 18.2 6.6 BEACON 15.2 6.8 ATWOOD HUNTER 14.1 8.9 SEAHAWK 14.0 6.2 ATWOOD SOUTHERN CROSS 9.1 9.6 RICHMOND 6.9 6.0 OTHER 1.5 2.4 ------ ----- $120.5 $70.5 ====== ===== EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) Jun. 30, 2004 SEP. 30, 2003 -------------- -------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $17,508 $21,551 Accounts receivable 33,204 30,864 Income tax receivable 3,278 3,278 Inventories of materials and supplies at lower of average cost or market 12,023 12,583 Deferred tax assets 380 550 Prepaid expenses and other 4,304 7,186 -------- -------- Total Current Assets 70,697 76,012 -------- -------- PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 632,776 629,167 Other 9,143 9,072 -------- -------- 641,919 638,239 Less-accumulated depreciation 218,690 195,137 -------- -------- Net Property and Equipment 423,229 443,102 -------- -------- DEFERRED COSTS AND OTHER ASSETS 3,721 3,560 -------- -------- $497,647 $522,674 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $33,000 $24,000 Accounts payable 4,248 10,403 Accrued liabilities 7,641 8,851 Deferred credits 3,200 6,695 -------- -------- Total Current Liabilities 48,089 49,949 -------- -------- LONG-TERM NOTES PAYABLE, net of current maturities: 154,000 181,000 -------- -------- 154,000 181,000 -------- -------- OTHER LONG TERM LIABILITIES Deferred income taxes 20,518 21,217 Deferred credits and other 7,042 7,041 -------- -------- 27,560 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 13,866 13,851 Paid-in capital 57,677 57,404 Retained earnings 196,455 192,212 ------- ------- Total Shareholders' Equity 267,998 263,467 -------- -------- $497,647 $522,674 ======== ========
EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT JULY 29, 2004 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------- -------- --------- ----------------- SEMISUBMERSIBLES - ------------------- ATWOOD FALCON MALAYSIA SARAWAK SHELL ("SHELL") The rig is currently preparing to commence working under the Shell contract which involves the drilling of two firm wells with options to drill three additional wells and could extend into December 2004 or beyond if all five wells are drilled. 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 BHP BILLITON PETROLEUM The rig is preparing to commence drilling its fifth PTY. LTD. ("BHP") well for BHP. BHP has an option to drill one more well prior to the rig commencing its drilling program for Woodside Energy, LTD. ("Woodside"). If the one option well is not drilled, the current drilling program with BHP should be completed in August 2004, with the rig then commencing its two firm wells plus one option well drilling program for Woodside. BHP has been granted three additional option wells which can only be drilled after the completion of the Woodside contract and are subject to mutual agreement on timing. In the event that the current BHP drilling program is further extended, and Woodside is unable to drill both firm wells before the end of November 2004, Woodside has the right to reduce its commitment to one firm well. 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 October 1, 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. ("MURPH"Y) program which now includes the drilling of three firm wells plus options to drill an additional three wells. The rig has been awarded a contract by Daewoo International Corporation ("Daewoo") to drill two firm wells plus an option to drill one additional well offshore Myanmar. If Murphy exercises one option, as expected, the Daewoo work would commence immediately after completing the Murphy program. The drilling of the two firm wells is estimated to take 60 to 80 days to complete. 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 THAILAND CHEVRON OFFSHORE In May 2004 the rig's contract with ExxonMobil (THAILAND) LIMITED Exploration & Production Malaysia Inc. ("EMEPMI") was ("CHEVRON") suspended and the rig moved to Thailand to commence a drilling program for Chevron. 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. Upon reinstatement, the EMEPMI drilling commitment will include the estimated five months suspension period plus an extension of twelve months, for a total of seventeen months commencing in October 2004. Once EMEPMI recommences its contract it will retain its right to terminate the contract by providing 120 days notice. ATWOOD BEACON PREPARING TO BE The ATWOOD BEACON has incurred damage to all three MOVED TO A legs and the derrick as a result of an incident on SHIPYARD IN July 25, 2004, while positioning the rig for its next SINGAPORE well in Indonesia. The Company's current plan, which is subject to further analysis and revision, is to remove the legs on location and then transport the rig and the legs to the builder's shipyard in Singapore for inspection and repairs. Presently, the Company is unable to determine the time necessary for repairs. The current contract for the rig had approximately 60 days remaining in its term. The Company is discussing the status of the contract with the operator. However, until the repair period for the rig is better defined, the Company is unable to comment on future contract plans and marketing options involving the rig. SUBMERSIBLE - --------------- RICHMOND UNITED STATES APPLIED DRILLING The rig is in the process of completing the drilling GULF OF MEXICO TECHNOLOGY INC. ("ADTI") of one well for ADTI which was assigned from Helis Oil & Gas Company ("Helis"). Upon completion of this well, the rig will have three firm wells to drill for Helis, with Helis having options to drill four additional wells. The drilling of the three firm wells for Helis is expected to take 90 to 120 days to complete and if all four option wells are drilled, the contract could extend to around 200 to 270 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.