-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BHxtPs//33IBvmd/ehRi6tQmuQiBEc6IWuvY7Vtjcrfa+8yLjaKyKrBpBZS91IjJ aZyzHfZqMoex2HuKMYT+VA== 0000008411-04-000109.txt : 20041116 0000008411-04-000109.hdr.sgml : 20041116 20041116111923 ACCESSION NUMBER: 0000008411-04-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041116 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATWOOD OCEANICS INC CENTRAL INDEX KEY: 0000008411 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 741611874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13167 FILM NUMBER: 041148345 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817497845 MAIL ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 8-K 1 f8ksep302004.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: November 16, 2004 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-13167 Internal Revenue Service - Employer Identification No. 74-1611874 15835 Park Ten Place Drive, Houston, Texas, 77084 (281) 749-7800 ____________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) =============================================================================== Page 1 ITEM 7. EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED NOVEMBER 16, 2004 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2004 AND 2003 EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2004 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT NOVEMBER 16, 2004 ITEM 9. REGULATION FD DISCLOSURE On November 16, 2004, the Company announced its earnings for the Fiscal Year and Fourth Quarter ended September 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 FALCON continues to work under its drilling contract with Sarawak Shell Berhad ("Shell"). This contract is expected to extend into February 2005. Immediately upon completion of the Shell contract, the rig will be moved to Japan to commence a drilling program for Japan Energy Development Co., Ltd. ("Japan") which now includes two firm wells after Japan exercised its one option well. The Japan drilling program could take until approximately August 2005 to complete. The ATWOOD HUNTER continues to work under its drilling contract with Burullus Gas Co., ("Burullus"). The initial contract with Burullus included the drilling of ten (10) firm wells and options to drill six additional wells. Burullus has now exercised options to drill all six of these additional wells. The dayrate for all wells drilled will be $62,400. This contract is expected to extend into approximately September 2005. The SEAHAWK has completed its minor modifications and equipment change-out at the Kemanan Supply Base, Malaysia and has commenced its two well drilling program for Sarawak Shell Berhad ("Shell"). This drilling program is expected to extend into late January 2005. Additional work, following the Shell contract, is being pursued in Southeast Asia as well as other areas of the world. Additional information with respect to the Company's Consolidated Statements of Operations for the three months and year ended September 30, 2004 and 2003, an analysis of Contract Revenues and Drilling Costs for the three months and year ended September 30, 2004, Consolidated Balance Sheets at September 30, 2004 and 2003 and Contract Status Summary at November 16, 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. Page 2 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. Page 3 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: November 16, 2004 Page 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated November 16, 2004 99.2 Consolidated Statements of Operations for the Three Months and Year ended September 30, 2004 and 2003 99.3 Analysis of Contract Revenues and Drilling Costs for the Three Months and Year ended September 30, 2004 99.4 Consolidated Balance Sheets at September 30, 2004 and September 30, 2003 99.5 Contract Status Summary at November 16, 2004 Page 5 EXHIBIT 99.1 Houston, Texas 16 November 2004 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based International Drilling Contractor, announced today that the Company earned net income of $3,344,000 or $.24 per diluted share, on revenues of $42,933,000 for the quarter ended September 30, 2004, compared to a net loss of ($14,257,000) or ($1.03) per diluted share on revenues of $38,004,000 for the quarter ended September 30, 2003. For the twelve months ended September 30, 2004, the Company earned net income of $7,587,000 or $.54 per diluted share, on revenues of $163,454,000 compared to a net loss of ($12,802,000) or ($.92) per diluted share, on revenues of $144,765,000 for the twelve months ended September 30, 2003. FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 2003 ------------ ------------ (unaudited) Contract Revenues $42,933,000 $ 38,004,000 =========== =========== Income (Loss) before Income Taxes 1,642,000 (4,373,000) Provision (Benefit) for Income Taxes ( 1,702,000) 9,884,000 ----------- ----------- Net Income (Loss) 3,344,000 (14,257,000) =========== =========== Earnings (Loss) per Common Share - Basic .24 (1.03) Diluted .24 (1.03) Weighted Average Shares Outstanding - Basic 13,869,000 13,848,000 Diluted 14,139,000 13,848,000 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2004 2003 ------------ ------------ (unaudited) Contract Revenues $163,454,000 $144,765,000 ============= ============ Income before Income Taxes 12,402,000 1,636,000 Provision for Income Taxes 4,815,000 (14,438,000) ------------ ------------ Net Income (Loss) 7,587,000 (12,802,000) ============ ============ Earnings (Loss) per Common Share - Basic .55 (.92) Diluted .54 (.92) Weighted Average Shares Outstanding - Basic 13,859,000 13,846,000 Diluted 14,032,000 13,846,000 Contact: Jim Holland (281) 749-7804 Page 6 EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Twelve Months Ended ------------------------------ --------------------------- September 30, September 30, 2004 2003 2004 2003 ---- ---- ---- ---- (Unaudited) (Unaudited) REVENUES: Contract drilling $40,553 $38,004 $161,074 $144,765 Business interruption proceeds 2,380 0 2,380 0 ------- ------- -------- -------- $42,933 $38,004 $163,454 $144,765 ------- ------- -------- -------- COSTS AND EXPENSES: Contract drilling 28,417 27,406 98,936 98,500 Depreciation 7,995 7,733 31,582 25,758 General and administrative 2,706 5,193 11,389 14,015 ------- ------- -------- -------- 39,118 40,332 141,907 138,273 ------- ------- -------- -------- OPERATING INCOME 3,815 (2,328) 21,547 6,492 ------- ------- -------- -------- OTHER INCOME (EXPENSE) Interest expense (2,204) (2,064) (9,202) (5,014) Interest income 31 19 57 158 ------ ------ ------ ------ (2,173) (2,045) (9,145) (4,856) ------ ------ ------ ------ INCOME BEFORE INCOME TAXES 1,642 (4,373) 12,402 1,636 PROVISION (BENEFIT) FOR INCOME TAXES (1,702) 9,884 4,815 14,438 ------ -------- ------ -------- NET INCOME (LOSS) $3,344 ($14,257) $7,587 ($12,802) ====== ======== ====== ======== EARNINGS (LOSS) PER SHARE Basic $0.24 ($1.03) $0.55 ($0.92) Diluted $0.24 ($1.03) $0.54 ($0.92) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 13,869 13,848 13,859 13,846 Diluted 14,139 13,848 14,032 13,846
Page 7 EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS ---------- ------------ (In Millions) ATWOOD BEACON $5.5 $3.4 ATWOOD EAGLE 10.5 6.6 ATWOOD FALCON 4.4 5.3 ATWOOD HUNTER 5.3 3.0 ATWOOD SOUTHERN CROSS 3.4 2.7 RICHMOND 2.6 2.0 SEAHAWK 4.6 2.7 VICKSBURG 6.1 1.8 OTHER 0.5 0.9 ----- ----- $42.9 $28.4 ===== ===== FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2004 CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS ------------- ------------ (In Millions) ATWOOD BEACON $20.7 $10.2 ATWOOD EAGLE 30.4 20.7 ATWOOD FALCON 26.0 15.1 ATWOOD HUNTER 19.4 12.0 ATWOOD SOUTHERN CROSS 12.5 12.3 RICHMOND 9.6 7.9 SEAHAWK 18.6 9.0 VICKSBURG 24.3 8.3 OTHER 2.0 3.4 ------ ----- $163.5 $98.9 ====== ===== Page 8 EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) Sep. 30, 2004 SEP. 30, 2003 ------------- ------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $16,416 $21,551 Accounts receivable 32,475 30,864 Insurance receivable 25,433 0 Income tax receivable 0 3,278 Inventories of materials and supplies at lower of average cost or market 12,648 12,583 Deferred tax assets 290 550 Prepaid expenses and other 5,704 7,186 --------------------- --------------------- Total Current Assets 92,966 76,012 --------------------- --------------------- PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 618,824 629,167 Other 7,635 9,072 --------------------- --------------------- 626,459 638,239 Less-accumulated depreciation 225,318 195,137 --------------------- --------------------- Net Property and Equipment 401,141 443,102 --------------------- --------------------- DEFERRED COSTS AND OTHER ASSETS 4,829 3,560 --------------------- --------------------- $498,936 $522,674 ===================== ===================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $36,000 $24,000 Accounts payable 9,398 10,403 Accrued liabilities 13,822 8,851 Deferred credits 833 6,695 --------------------- --------------------- Total Current Liabilities 60,053 49,949 --------------------- --------------------- LONG-TERM NOTES PAYABLE, net of current maturities: 145,000 181,000 --------------------- --------------------- 145,000 181,000 --------------------- --------------------- OTHER LONG TERM LIABILITIES Deferred income taxes 18,930 21,217 Deferred credits and other 3,364 7,041 --------------------- --------------------- 22,294 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 13,883,000 issued and outstanding 13,883 13,851 Paid-in capital 57,907 57,404 Retained earnings 199,799 192,212 --------------------- --------------------- Total Shareholders' Equity 271,589 263,467 --------------------- --------------------- $498,936 $522,674 ===================== =====================
Page 9 EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT NOVEMBER 16, 2004 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS - ----------- -------- -------- --------------- SEMISUBMERSIBLES - ATWOOD FALCON MALAYSIA SARAWAK SHELL BERHAD The rig continues to work under the Shell contract ("SHELL") with the rig currently drilling the second of now four firm wells after Shell exercised one of its two options provided under the contract. This contract is currently anticipated to extend into February 2005. One option remains under the Shell contract. Immediately upon completion of the Shell contract, the rig will be move to Japan to commence a two-firm well program for Japan Energy Development Co., Ltd. The drilling of these two wells could take until approximately August 2005 to complete. ATWOOD HUNTER EGYPT BURULLUS GAS CO. On December 31, 2003, the rig commenced a drilling ("BURULLUS") program for Burullus which after the exercise of all six options will be a drilling program totaling sixteen wells. The drilling of all sixteen wells is expected to take until approximately September 2005 to complete. ATWOOD EAGLE AUSTRALIA WOODSIDE ENERGY, LTD. The rig has commenced drilling the second of three ("WOODSIDE") firm wells for Woodside. The current Woodside drilling program is expected to take until the end of November 2004 to complete. BHP Billiton Petroleum Pty. ("BHP"), the rig's prior customer, was previously granted three option wells which can be drilled after the completion of the Woodside contract and are subject to mutual agreement on timing. BHP has now exercised one of their three options, with the drilling of this well to commence immediately after the completion of the Woodside program and is expected to take approximately 30 days to complete. BHP retains the right to drill two option wells using the rig. The rig has been awarded additional work under its current contract with Woodside to drill three firm wells with option to drill three additional wells off the coast of Australia. The drilling of the three firm wells is expected to take approximate four months to complete, and if all the option wells are drilled, the contract could extend into September 2005. The rigs current drilling commitments with Woodside and BHP are expected to be completed around January 15, 2005. The additional work with Woodside will not commence until February 15, 2005. SEAHAWK MALAYSIA SARAWAK SHELL BERHAD The rig has completed its modifications and equipment ("SHELL") change-out at the Kemanan Supply Base, Malaysia and has commenced its two well drilling program for Shell. The drilling program is expected to extend into late January 2005. Additional work, following the Shell contract, is being pursued in Southeast Asia as well as other areas of the world. Page 10 ATWOOD SOUTHERN CROSS MALAYSIA MURPHY SARAWAK OIL The rig continues to work under the Murphy contract COMPANY, LTD. ("MURPHY") with the rig currently drilling the fourth of now five firm wells with Murphy relinquishing its last option. This contract is currently anticipated to extend into December 2004. 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. The Daewoo work will commence immediately after completing the Murphy program, and is expected to take 90 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 MALAYSIA EXXONMOBIL EXPLORATION & In May 2004, the rig's contract with EMEPMI was PRODUCTION MALAYSIA INC. suspended and the rig moved to Thailand to commence a ("EMEPMI") drilling program for Chevron Offshore (Thailand) Limited. This program has now been completed. The rig has been relocated back to Malaysia and the EMEPMI contract reinstated. The EMEPMI drilling commitment includes the five months that the contract was suspended plus an extension of twelve months, for a total of seventeen months commencing in October 2004. EMEPMI retains its right to terminate the contract by providing 120 days notice. ATWOOD BEACON UNDER REPAIR AT The process of repairing the damage incurred by the A SINGAPORE ATWOOD BEACON on July 25, 2004 continues on schedule. SHIPYARD The rig is expected to return to service in January 2005. The ATWOOD BEACON has been awarded a contract by HOANG LONG and HOAN VU Joint Operating Companies to drill three firm wells, with options to drill three additional wells, offshore Vietnam. The three firm wells have a combined expected duration of 200 days and if all option wells are drilled, the program could extend for another 200 days. The drilling of this program must commence between January 15, 2005 and April 15, 2005. SUBMERSIBLE - - ------------- RICHMOND UNITED STATES APPLIED DRILLING The rig is currently drilling a third well for ADTI GULF OF MEXICO TECHNOLOGY INC. ("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 retaining one option to drill two additional wells. The drilling of the three remaining firm wells is expected to take until February/March 2005 to complete and if the option wells are drilled, the contract could extend to June/July 2005. Page 11 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.
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