-----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, Uh83Mla78wA2u2pnz4m5CDJpB9JJW66fxsfdz2QGG4htv652kMjVJGLYGcBb5DF4 aeFwItkX5eyeDZYPTAlcPg== 0000008411-05-000012.txt : 20050127 0000008411-05-000012.hdr.sgml : 20050127 20050127120519 ACCESSION NUMBER: 0000008411-05-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050127 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 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: 05552682 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 f8kjan2705.txt FORM 8-K JANUARY 27, 2005 ========================================================================= 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: January 27, 2005 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)) ================================================================================ -1- ITEM 7.01 REGULATION FD DISCLOSURE On January 27, 2005, the Company announced its earnings for the Fiscal Year 2005 First Quarter ended December 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. The repairs to the ATWOOD BEACON in Singapore were completed as scheduled in January 2005. The rig has been relocated to Vietnam to work under a contract which should keep it employed into 2006. The ATWOOD SOUTHERN CROSS has completed its drilling program for Murphy Sarawak Oil Company, Ltd. in Malaysia and is now being mobilized to Myanmar to commence work under its contract with Daewoo International Corporation ("Daewoo"). This contract provides for the drilling of two (2) firm wells, with an option to drill one (1) additional well. The Daewoo work is expected to take until May 2005 to complete. Following completion of the Daewoo work, the rig is expected to be idle up to four weeks for change out of certain equipment, some required inspections and general maintenance. The SEAHAWK is currently drilling the second well under its two-well contract with Sarawak Shell Berhad ("Shell"). This drilling program is expected to be completed in late February/early March 2005. We are in serious discussion for work for the SEAHAWK to bridge most of the gap between the completion of its current work for Shell and its preparation for its contract commitment in 2006 for Amereda Hess Equatorial Guinea, Inc. offshore Equatorial Guinea. Based upon these discussions, the rig could incur up to 8 weeks idle time between completion of its current contract and commencement of its next contract in Southeast Asia. Additional information with respect to the Company's Consolidated Statements of Operations for the three months ended December 31, 2004 and 2003, an analysis of Contract Revenues and Drilling Costs for the quarter ended December 31, 2004, Consolidated Balance Sheets at December 31, 2004 and September 30, 2004 and Contract Status Summary at January 27, 2005 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. ITEM 9.01 EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED JANUARY 27, 2005 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND 2003 EXHIBIT 99.3 ANALYSIS OF REVENUES AND DRILLING COSTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2004 AND SEPTEMBER 30, 2004 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT JANUARY 27, 2005 -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, 2004, filed with the Securities and Exchange Commission. -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: January 27, 2005 -4- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated January 27, 2005 99.2 Consolidated Statements of Operations for the Three Months ended December 31, 2004 and 2003 99.3 Analysis of Revenues and Drilling Costs for the Three Months ended December 31, 2004 99.4 Consolidated Balance Sheets at December 31, 2004 and September 30, 2004 99.5 Contract Status Summary at January 27, 2005 -5- EXHIBIT 99.1 Houston, Texas 27 January 2005 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based international drilling contractor, announced today it earned net income of $8,650,000 or $.56 per diluted share, on revenues of $45,426,000 for the quarter ended December 31, 2004, compared to a net loss of ($1,904,000) or ($.14) per diluted share, on revenues of $35,325,000 for the quarter ended December 31, 2003. Net income for the quarter ended December 31, 2004 was enhanced by a foreign tax refund of approximately $1.6 million or $.10 per diluted share. The tax position for the quarter was also enhanced by the approximate $6 million of ATWOOD BEACON loss of hire insurance being received in a zero tax jurisdiction. Had the Company not received the $1.6 million tax refund during the first quarter, effective tax rate for the quarter would have been around 15%. FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 2003 ------------- -------------- (Unaudited) Revenues $45,426,000 $35,325,000 Income (Loss) before Income Taxes 8,143,000 (64,000) (Provision) Benefit for Income Taxes 507,000 (1,840,000) Net Income (Loss) 8,650,000 (1,904,000) Earnings (Loss) per Common Share - Basic 0.57 (0.14) Diluted 0.56 (0.14) Weighted Average Shares Outstanding - Basic 15,079,000 13,852,000 Diluted 15,422,000 13,852,000 Contact: Jim Holland (281) 749-7804 -6- EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended December 31, -------------------------------- 2004 2003 ----------- ---------- (Unaudited) REVENUES: Contract drilling $38,986 $35,325 Business interruption proceeds 6,440 - ------- ------ 45,426 35,325 ------- ------- COSTS AND EXPENSES: Contract drilling 25,203 22,533 Depreciation 6,526 7,842 General and administrative 3,571 2,688 ------- ------- 35,300 33,063 ------- ------- OPERATING INCOME 10,126 2,262 ------- ------- OTHER INCOME (EXPENSE) Interest expense (2,018) (2,334) Interest income 35 8 ------- ------- (1,983) (2,326) ------- ------- INCOME (LOSS) BEFORE INCOME TAXES 8,143 (64) PROVISION (BENEFIT) FOR INCOME TAXES (507) 1,840 ------- ------- NET INCOME (LOSS) $8,650 ($1,904) ======= ======= EARNINGS (LOSS) PER COMMON SHARE: Basic 0.57 (0.14) Diluted 0.56 (0.14) AVERAGE COMMON SHARES OUTSTANDING: Basic 15,079 13,852 Diluted 15,422 13,852 -7- EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 (Unaudited) CONTRACT CONTRACT DRILLING DRILLING REVENUES COSTS --------- ---------- (In Millions) ATWOOD EAGLE $ 8.5 $ 5.3 ATWOOD FALCON 7.7 3.3 ATWOOD BEACON 6.4 2.4 VICKSBURG 5.9 2.5 ATWOOD HUNTER 5.6 2.9 SEAHAWK 4.4 2.4 ATWOOD SOUTHERN CROSS 3.6 3.0 RICHMOND 2.7 2.0 OTHER 0.6 1.4 ----- ----- $45.4 $25.2 ===== ===== -8- EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) DEC. 31, 2004 SEP. 30, 2004 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $24,880 $16,416 Accounts receivable 29,559 32,475 Insurance receivable 9,820 25,433 Inventories of materials and supplies at lower of average cost or market 13,506 12,648 Deferred tax assets 40 290 Prepaid expenses and other 4,352 5,704 ------------ ------------- Total Current Assets 82,157 92,966 ------------ ------------- PROPERTY AND EQUIPMENT: Drilling vessels, equipment and drill pipe 631,801 618,824 Other 7,519 7,635 ------------ ------------- 639,320 626,459 Less-accumulated depreciation 231,730 225,318 ------------ ------------- Net Property and Equipment 407,590 401,141 ------------ ------------- DEFERRED COSTS AND OTHER ASSETS 3,502 4,829 ------------ ------------- $493,249 $498,936 ============ ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $36,000 $36,000 Accounts payable 6,505 9,398 Accrued liabilities 11,369 13,822 Deferred Credits 333 833 ------------ ------------- Total Current Liabilities 54,207 60,053 ------------ ------------- LONG-TERM NOTES PAYABLE, net of current maturities: 81,000 145,000 ------------ ------------- 81,000 145,000 ------------ ------------- OTHER LONG TERM LIABILITIES Deferred income taxes 18,630 18,930 Deferred credits and other 3,838 3,364 ------------ ------------- 22,468 22,294 ------------ ------------- 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 15,110,000 issued and outstanding 15,110 13,873 Paid-in capital 112,015 57,917 Retained earnings 208,449 199,799 ------------ ------------- Total Shareholders' Equity 335,574 271,589 ------------ ------------- $493,249 $498,936 ============ =============
-9- EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT JANUARY 27, 2005 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 last of its four-firm well commitment. This contract is currently anticipated to be completed in February 2005. One option remains under the Shell contract. Immediately upon completion of the Shell contract, the rig will be moved 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 (16) wells. The drilling of all sixteen (16) wells is expected to take until approximately August/October 2005 to complete. ATWOOD EAGLE AUSTRALIA BHP BILLITON PETROLEUM The rig is currently drilling the second of three ("BHP") consecutive wells for BHP, which is expected to take until the end of February 2005 to complete. Immediately upon completion of the current BHP work, the rig will commence a contract with Woodside Energy, Ltd. ("Woodside") to drill four (4) firm wells with options to drill three additional wells off the coast of Australia. The drilling of the four firm wells is expected to take approximately four months to complete, and if all the option wells are drilled, the Woodside work would be completed around August 2005. Upon completion of the Woodside drilling program the rig will return to work for BHP to drill one (1) firm well (expected to take 30 days to complete) with an option to drill one (1) additional well. SEAHAWK MALAYSIA SARAWAK SHELL BERHAD The rig is currently drilling the second well under ("SHELL") its two-well contract with Shell. This drilling program is expected to be completed in late February/early March 2005. The rig has been awarded a contract by Amerada Hess Equatorial Guinea, Inc. ("Hess") to drill offshore Equatorial Guinea for a firm period of 730 days with four options of 180 days each. Additional work, to fill the gap between the completing of the Shell contract and the preparation for its contract commitment in 1006 for Hess, is being pursued in Southeast Asia. -10- ATWOOD SOUTHERN CROSS MALAYSIA DAEWOO INTERNATIONAL The rig is currently mobilizing to Myanmar to commence CORPORATION ("DAEWOO") the Daewoo contract which includes the drilling of two (2) firm wells plus an option to drill one (1) additional well. The firm work is expected to take 90 days to complete. The option well, if drilled, would have a duration of approximately 45 days. Additional work, following the Daewoo contract, is being pursued in Southeast Asia as well as other areas of the world. 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 2004, the rig commenced drilling under a PRODUCTION MALAYSIA INC. seventeen month program for EMEPMI. EMEPMI retains ("EMEPMI") its right to terminate the contract by providing 120 days notice. ATWOOD BEACON VIETNAM HOANG LONG AND HOAN VU Repairs to the ATWOOD BEACON in Singapore were JOINT OPERATING COMPANIES completed as scheduled in January 2005. The rig has ("HOANG LONG") been relocated to Vietnam for its drilling program with Hoang Long which includes the drilling of three (3) firm wells with options to drill three (3) additional wells. 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. SUBMERSIBLE - - ------------- RICHMOND UNITED STATES HELIS OIL & GAS COMPANY The rig is preparing to commence drilling the fifth GULF OF MEXICO ("HELIS") well under the Helis contract. Upon completion of this well, the rig will have three (3) firm wells to drill for Helis, with Helis retaining one option to drill two (2) additional wells. The drilling of the four firm wells is expected to take until July/August 2005 to complete and if the option wells are drilled, the contract could extend to November 2005. 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. -11-
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