8-K 1 f8kjul282005.txt FORM 8-K JULY 28, 2005 =============================================================================== 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 28, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 28, 2005, the Company announced its earnings for the Fiscal Year 2005 Third Quarter ended June 30, 2005. 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 nine months ended June 30, 2005 and 2004, an analysis of revenues and contract drilling costs for the three months and nine months ended June 30, 2005 and consolidated balance sheets at June 30, 2005 and September 30, 2004 are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, which are being furnished; however, should not be deemed to be filed under Section 18 of the Exchange Act. ITEM 7.01 REGULATION FD DISCLOSURE The ATWOOD FALCON is currently working under a two-firm well program for Japan Energy Development Co., Ltd., which is expected to take until September/October 2005 to complete. Upon completion of this contract, the rig will be moved back to Malaysia to drill thirteen (13) firm wells for Sarawak Shell, after Shell exercised its option to drill six (6) additional wells. The drilling of the thirteen (13) firm wells is expected to extend into the second half of fiscal year 2007. Additional information with respect to the Company's Contract Status Summary at July 28, 2005 is attached hereto as Exhibit 99.5. Such information is being furnished under Regulation FD and should not be deemed to be filed under Section 18 of the Exchange Act. 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 including; 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's annual report on Form 10-K for the year ended September 30, 2004, filed with the Securities and Exchange Commission. ITEM 9.01 EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED JULY 28, 2005 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2005 AND 2004 EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2005 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2005 AND SEPTEMBER 30, 2004 -2- EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT JULY 28, 2005 -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: July 28, 2005 -4- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated July 28, 2005 99.2 Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2005 and 2004 99.3 Analysis of Revenues and Drilling Costs for the Three Months and Nine Months ended June 30, 2005 99.4 Consolidated Balance Sheets at June 30, 2005 and September 30, 2004 99.5 Contract Status Summary at July 28, 2005 -5- EXHIBIT 99.1 Houston, Texas 28 July 2005 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based International Drilling Contractor, announced today that the Company earned net income of $5,989,000 or $.38 per diluted share, on revenues of $43,589,000 for the quarter ended June 30, 2005, compared to net income of $5,685,000 or $.40 per diluted share, on revenues of $48,386,000 for the quarter ended June 30, 2004. For the nine months ended June 30, 2005, the Company earned net income of $19,350,000 or $1.24 per diluted share, on revenues of $130,032,000 compared to net income of $4,243,000 or $.30 per diluted share, on revenues of $120,521,000 for the nine months ended June 30, 2004. FOR THE THREE MONTHS ENDED JUNE 30, 2005 2004 ---------------- ------------------ Revenues $ 43,589,000 $ 48,386,000 Income before Income Taxes 5,933,000 8,589,000 (Provision) Benefit for Income Taxes 56,000 (2,904,000) Net Income 5,989,000 5,685,000 Earnings per Common Share - Basic 0.39 0.41 Diluted 0.38 0.40 Weighted Average Shares Outstanding - Basic 15,242,000 13,860,000 Diluted 15,650,000 14,073,000 FOR THE NINE MONTHS ENDED JUNE 30, 2005 2004 ---------------- ------------------ Revenues $ 130,032,000 $ 120,521,000 Income before Income Taxes 20,176,000 10,760,000 Provision for Income Taxes (826,000) (6,517,000) Net Income (Loss) 19,350,000 4,243,000 Earnings (Loss) per Common Share - Basic 1.27 0.31 Diluted 1.24 0.30 Weighted Average Shares Outstanding - Basic 15,178,000 13,858,000 Diluted 15,572,000 13,999,000 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 Nine Months Ended June 30, June 30, --------------------------- --------------------------- 2005 2004 2005 2004 --------- -------- ---------- --------- (Unaudited) (Unaudited) REVENUES: Contract drilling $ 43,589 $ 48,386 $ 122,376 $ 120,521 Business interruption proceeds - - 7,656 - -------- -------- --------- -------- 43,589 48,386 130,032 120,521 -------- -------- --------- --------- COSTS AND EXPENSES: Contract drilling 25,863 26,572 74,667 70,519 Depreciation 6,764 7,898 19,929 23,587 General and administrative 3,224 3,008 9,814 8,683 -------- -------- --------- --------- 35,851 37,478 104,410 102,789 -------- -------- --------- --------- OPERATING INCOME 7,738 10,908 25,622 17,732 -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense (1,913) (2,330) (5,658) (6,998) Interest income 108 11 212 26 -------- -------- --------- --------- (1,805) (2,319) (5,446) (6,972) -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 5,933 8,589 20,176 10,760 PROVISION (BENEFIT) FOR INCOME TAXES (56) 2,904 826 6,517 -------- -------- --------- --------- NET INCOME $5,989 $5,685 $19,350 $4,243 ======== ======== ========= ========= EARNINGS PER COMMON SHARE: Basic $0.39 $0.41 $1.27 $0.31 Diluted 0.38 0.40 1.24 0.30 AVERAGE COMMON SHARES OUTSTANDING: Basic 15,242 13,860 15,178 13,858 Diluted 15,650 14,073 15,572 13,999
-7- EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED JUNE 30, 2005 DRILLING REVENUES COSTS -------- ----------- (In Millions) ATWOOD EAGLE $ 8.7 $ 5.3 ATWOOD FALCON 7.7 3.9 ATWOOD BEACON 5.9 2.1 VICKSBURG 5.8 2.2 ATWOOD HUNTER 5.6 3.1 SEAHAWK 2.4 2.5 ATWOOD SOUTHERN CROSS 2.8 2.7 RICHMOND 3.0 2.5 OTHER 1.7 1.6 ------ ----- 43.6 25.9 ====== ===== FOR THE NINE MONTHS ENDED JUNE 30, 2005 DRILLING REVENUES COSTS -------- ------------ (In Millions) ATWOOD EAGLE $ 26.7 $ 16.0 ATWOOD FALCON 20.8 10.0 ATWOOD BEACON 18.2 6.4 VICKSBURG 17.8 6.6 ATWOOD HUNTER 16.4 8.6 SEAHAWK 9.6 7.3 ATWOOD SOUTHERN CROSS 9.1 8.0 RICHMOND 8.3 6.6 OTHER 3.1 5.2 ------ ------ 130.0 74.7 ====== ====== -8- EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) JUN. 30, 2005 SEP. 30, 2004 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $26,018 $16,416 Accounts receivable 30,258 32,475 Insurance receivable 1,111 25,433 Inventories of materials and supplies 15,138 12,648 Deferred tax assets 20 290 Prepaid expenses and other 3,726 5,704 ----------- ------------ Total Current Assets 76,271 92,966 ----------- ------------ NET PROPERTY AND EQUIPMENT 402,870 401,141 ----------- ------------ DEFERRED COSTS AND OTHER ASSETS 3,611 4,829 ----------- ------------ $482,752 $498,936 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $36,000 $36,000 Accounts payable 5,436 9,398 Accrued liabilities 4,771 13,822 Deferred Credits 1,199 833 ----------- ------------ Total Current Liabilities 47,406 60,053 ----------- ------------ LONG-TERM NOTES PAYABLE, net of current maturities: 63,000 145,000 ------------ ------------- 63,000 145,000 ----------- ------------ OTHER LONG TERM LIABILITIES Deferred income taxes 18,330 18,930 Deferred credits and other 2,454 3,364 ----------- ------------ 20,784 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 15,242,000 issued and outstanding 15,242 13,873 Paid-in capital 117,171 57,917 Retained earnings 219,149 199,799 ----------- ------------ Total Shareholders' Equity 351,562 271,589 ----------- ------------ $482,752 $498,936 =========== ============ -9-
EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT JULY 28, 2005 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------------- ---------- ------------ -------------------------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON JAPAN JAPAN ENERGY DEVELOPMENT The rig is currently working under a two-firm well CO. LTD. program for Japan Energy Development Co., Ltd. The drilling of these two wells is estimated to take until September/October 2005 to complete. Upon the completion of the Japan Energy contract, the rig will return to Malaysia to drill thirteen (13) firm wells, for Sarawak Shell after Shell exercised its option to drill six (6) additional wells. The drilling of the thirteen (13) firm wells is expected to extend into the second half of fiscal year 2007. ATWOOD HUNTER EGYPT BURULLUS GAS CO. The rig continues to work under its sixteen (16) wells ("BURULLUS") drilling program for Burullus, which is expected to take until November 2005 to complete. Upon completion of the current drilling program, the rig will commence working under a new drilling program for Burullus which includes the drilling of two (2) firm wells for Burullus off the cost of Egypt, which is expected to take 150 to 270 days to complete. ATWOOD EAGLE AUSTRALIA WOODSIDE ENERGY, LTD. The rig is currently drilling the fifth well of a ("WOODSIDE") ten-well (10) program for Woodside. Besides the Woodside drilling program, the rig has two commitments from BHP Billiton Petroleum ("BHP"). The first BHP drilling program includes one (1) firm well with an option to drill one (1) additional well. The rig has been awarded a second contract by BHP to drill eight (8) firm wells with options for four (4) additional wells off the Northwest coast of Australia. If all of the option wells are drilled, the combined Woodside and BHP drilling programs could extend into the second half of fiscal year 2007. SEAHAWK MALAYSIA SARAWAK SHELL BERHAD / The rig is currently working offshore Malaysia for SABAH SHELL PETROLEUM Shell under a contract that should extend until the COMPANY LIMITED ("SHELL") rig commences preparation for its contract commitment in 2006 for Amerada Hess Equatorial Guinea, Inc. ("Hess"). The Hess contract is for a firm period of 730 days with four options of 180 days each. -10- ATWOOD SOUTHERN CROSS ENROUTE TO THE BG INTERNATIONAL LIMITED The rig is in the process of being relocated to the MEDITERRAN-EAN ("BG") Mediterranean Sea. The rig is expected to arrive in SEA the Eastern Mediterranean Sea in September 2005 and ISRAMCO will drill one well each for BG and Isramco, which is expected to take until mid-December 2005 days to ENI SpA AGIP EXPLORATION complete. Upon completing the drilling of these two & PRODUCTION DIVISION wells, the rig will enter a shipyard for approximately ("AGIP") 40 days for required inspections, Italian certifications and equipment upgrades prior to drilling two firm wells for AGIP offshore Italy, with AGIP having an option to drill one additional well. If all three AGIP wells are drilled, it could take until May/June 2006 to complete the AGIP work. 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. The EMEPMI work is expected to be completed during the first quarter of calendar year 2006. Immediately, upon completion of the EMEPMI contract, the rig will commence a two (2) firm well plus one (1) option well drilling program for Total Exploration and Production Myanmar ("Total") offshore Myanmar. Including moving time and assuming that the option well is drilled, the Total drilling program could extend approximately 80 to 100 days. ATWOOD BEACON VIETNAM HOANG LONG AND HOAN VU The rig is currently working under a drilling program JOINT OPERATING COMPANIES for Hoang Long which includes the drilling of four (4) ("HOANG LONG") firm wells, with options for two (2) additional wells. The drilling of the four (4) firm wells is expected to take until February/March 2006 to complete and if the two (2) remaining option wells are drilled, the contract could extend to around mid 2006. SUBMERSIBLE - ------------- RICHMOND UNITED STATES HELIS OIL & GAS COMPANY The rig is currently drilling the ninth well under the GULF OF MEXICO ("HELIS") Helis contract. Upon completion of this well, the rig will have five (5) additional wells to drill for Helis. The current drilling program is expected to keep the rig employed until April 2006. -11- MODULAR PLATFORMS - ------------------- GOODWYN 'A' /NORTH AUSTRALIA WOODSIDE ENERGY LTD. These are client-owned rigs. The NORTH RANKIN 'A' rig RANKIN 'A' is presently being refurbished and prepared for an approximately one-year drilling program estimated to commence around March 2006. There is currently an indefinite planned break in drilling activity for GOODWYN 'A' rig. The Company is involved in minimal maintenance of these two rigs for future drilling programs. -12-