8-K 1 f8kdec22005.txt ------------------------------------------------------------------------------ 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: December 2, 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 December 2, 2005, the Company announced its earnings for the Fiscal Year 2005 Fourth Quarter and Year ended September 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 year ended September 30, 2005 and 2004, an analysis of revenues and contract drilling costs for the three months and year ended September 30, 2005 and consolidated balance sheets at September 30, 2005 and 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 Additional information with respect to the Company's Contract Status Summary at December 2, 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 DECEMBER 2, 2005 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2005 AND 2004 EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2005 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2005 AND 2004 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT DECEMBER 2, 2005 -2- 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: December 2, 2005 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated December 2, 2005 99.2 Consolidated Statements of Operations for the Three Months and Year ended September 30, 2005 and 2004 99.3 Analysis of Revenues and Drilling Costs for the Three Months and Year ended September 30, 2005 99.4 Consolidated Balance Sheets at September 30, 2005 and 2004 99.5 Contract Status Summary at December 2, 2005 -4- Houston, Texas 2 December 2005 FOR IMMEDIATE RELEASE ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor, announced today that the Company earned net income of $7,021,000 or $.45 per diluted share, on revenues of $46,124,000 for the quarter ended September 30, 2005, compared to net income of $3,344,000 or $.24 per diluted share, on revenues of $42,933,000 for the quarter ended September 30, 2004. For the twelve months ended September 30, 2005, the Company earned net income of $26,371,000 or $1.69 per diluted share, on revenues of $176,156,000 compared to net income of $7,587,000 or $.54 per diluted share, on revenues of $163,454,000 for the twelve months ended September 30, 2004. In the Company's Form 8-K filed on November 22, 2005, the Company advised that at this time diluted earnings per share for the quarter ended September 30, 2005 was expected to be between $.20 and $.25. On December 1, 2005, the Company received notification from the Internal Revenue Service that a previously reserved $3.3 million U.S. income tax refund the Company had been pursuing for over two years has been approved for payment. Based upon this approval, the Company reduced income tax provision by the refund amount for the quarter and year ended September 30, 2005 and also recorded approximately $300,000 of interest income relating to the tax refund. This tax refund and related interest income increased diluted earnings per share for the quarter and year ended September 30, 2005 by $.22 and $.23, respectively. -5- FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 2004 ----------------- ---------------- Revenues $ 46,124,000 $ 42,933,000 Income before Income Taxes 5,432,000 1,642,000 (Provision) Benefit for Income Taxes 1,589,000 1,702,000 Net Income 7,021,000 3,344,000 Earnings per Common Share - Basic 0.46 0.24 Diluted 0.45 0.24 Weighted Average Shares Outstanding - Basic 15,293,000 13,860,000 Diluted 15,726,000 14,073,000 FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2005 2004 ----------------- --------------- Revenues $ 176,156,000 $ 163,454,000 Income before Income Taxes 25,608,000 12,402,000 (Provision) Benefit for Income Taxes 763,000 (4,815,000) Net Income 26,371,000 7,587,000 Earnings per Common Share - Basic 1.73 0.55 Diluted 1.69 0.54 Weighted Average Shares Outstanding - Basic 15,207,000 13,858,000 Diluted 15,610,000 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 Twelve Months Ended September 30, September 30, -------------------------- --------------------------- 2005 2004 2005 2004 (Unaudited) (Unaudited) REVENUES: Contract drilling $ 46,124 $ 40,553 $ 168,500 $ 161,074 Business interruption proceeds - 2,380 7,656 2,380 -------- -------- --------- -------- 46,124 42,933 176,156 163,454 -------- -------- --------- --------- COSTS AND EXPENSES: Contract drilling 28,182 28,417 102,849 98,936 Depreciation 6,806 7,995 26,735 31,582 General and administrative 4,431 2,706 14,245 11,389 -------- -------- --------- --------- 39,419 39,118 143,829 141,907 -------- -------- --------- --------- OPERATING INCOME 6,705 3,815 32,327 21,547 OTHER INCOME (EXPENSE) Interest expense (1,694) (2,204) (7,352) (9,202) Interest income (note 1) 421 31 633 57 -------- -------- -------- --------- (1,273) (2,173) (6,719) (9,145) -------- -------- -------- --------- INCOME BEFORE INCOME TAXES 5,432 1,642 25,608 12,402 PROVISION (BENEFIT) FOR INCOME TAXES (note 1) (1,589) (1,702) (763) 4,815 -------- -------- -------- --------- NET INCOME $7,021 $3,344 $26,371 $7,587 ======== ======== ======== ========= EARNINGS PER COMMON SHARE: Basic $0.46 $0.24 $1.73 $0.55 Diluted 0.45 0.24 1.69 0.54 AVERAGE COMMON SHARES OUTSTANDING: Basic 15,293 13,860 15,207 13,858 Diluted 15,726 14,073 15,610 13,999
Note 1 - On December 1, 2005, the Company received notification from the Internal Revenue Service that a previously reserved $3.3 million U.S. income tax refund the Company had been pursuing for over two years has been approved for payment. Based upon this approval, the Company reduced income tax provision by the refund amount for the quarter and year ended September 30, 2005 and also recorded approximately $300,000 of interest income relating to the tax refund. This tax refund and related interest income increased diluted earnings per share for the quarter and year ended September 30, 2005 by $.22 and $.23, respectively. -7- EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD FALCON $ 9.0 $ 4.7 ATWOOD EAGLE 8.0 5.8 ATWOOD BEACON 6.0 2.1 VICKSBURG 5.8 2.2 ATWOOD HUNTER 5.7 3.3 SEAHAWK 4.3 2.6 RICHMOND 3.6 2.3 ATWOOD SOUTHERN CROSS 1.7 1.1 OTHER 2.0 4.1 ---- ---- 46.1 28.2 ==== ==== FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2005 DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD EAGLE $ 34.6 $ 21.9 ATWOOD FALCON 29.8 14.6 ATWOOD BEACON 24.2 8.5 VICKSBURG 23.6 8.8 ATWOOD HUNTER 22.1 11.9 SEAHAWK 13.9 9.9 RICHMOND 11.9 8.9 ATWOOD SOUTHERN CROSS 10.8 9.1 OTHER 5.3 9.2 ----- ----- 176.2 102.8 ===== ===== -8- EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) SEP. 30, 2005 SEP. 30, 2004 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $18,982 $16,416 Accounts receivable 39,865 32,475 Income tax receivable 3,278 0 Insurance receivable 550 25,433 Inventories of materials and supplies 15,640 12,648 Deferred tax assets 4,310 290 Prepaid expenses and other 10,658 5,704 ----------- ----------- Total Current Assets 93,283 92,966 ----------- ----------- NET PROPERTY AND EQUIPMENT 399,795 401,141 ----------- ----------- DEFERRED COSTS AND OTHER ASSETS 3,846 4,829 ----------- ----------- $496,924 $498,936 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $36,000 $36,000 Accounts payable 6,473 9,398 Accrued liabilities 11,088 13,822 Deferred Credits 2,598 833 ----------- ----------- Total Current Liabilities 56,159 60,053 ----------- ----------- LONG-TERM NOTES PAYABLE, net of current maturities: 54,000 145,000 ----------- ----------- 54,000 145,000 ------------ ------------ OTHER LONG TERM LIABILITIES Deferred income taxes 21,010 18,930 Deferred credits and other 3,258 3,364 ----------- ----------- 24,268 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 15,341,000 issued and outstanding 15,341 13,873 Paid-in capital 120,986 57,917 Retained earnings 226,170 199,799 ----------- ----------- Total Shareholders' Equity 362,497 271,589 ----------- ----------- $496,924 $498,936 =========== ===========
-9- EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT December 2, 2005 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------- -------- -------- --------------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON JAPAN MALAYSIA The rig is preparing to commence a 3 1/2 year drilling commitment with Sarawak Shell. ATWOOD HUNTER EGYPT BURULLUS GAS CO. The rig is currently drilling the first of two (2) ("BURULLUS") wells for Burullus Gas Co. which is expected to be completed in March/April 2006. Upon completion of this contract, the rig will commence working under a two (2) year contract for Woodside Energy Limited. ATWOOD EAGLE AUSTRALIA WOODSIDE ENERGY, LTD. The rig continues to work under a drilling program for ("WOODSIDE") 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 (estimated March 2006) 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. ATWOOD SOUTHERN CROSS ENROUTE TO THE MALTA SHIPYARD The rig will be in a shipyard for approximately 40 MEDITERRANEAN days for required inspections, Italian certifications SEA and equipment upgrades prior to drilling two firm wells for AGIP offshore Italy. The drilling of the two (2) AGIP wells could take until April/May 2006 to complete. Immediately upon completion of the AGIP work, the rig will be relocated to Bulgaria to commence a three (3) firm wells plus options for two (2) additional wells drilling program for Melrose Resources. If all wells are drilled, the drilling program could extend to six (6) months. CANTILEVER JACK-UPS - --------------------- VICKSBURG MALAYSIA MYANMAR In November 2005, the rig commenced 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 should extend into the second quarter of fiscal year 2006. Upon completion of the Total -10- drilling program, the rig will commence a three (3) firm well plus four (4) option well drilling program for Petrofac offshore Malaysia. This drilling program could extend to September/October 2006. Upon completion of the Petrofac drilling program, the rig will commence an eight month drilling program for Chevron Offshore Cambodia. ATWOOD BEACON VIETNAM HOANG LONG AND HOAN VU The rig continues to work under a drilling program for JOINT OPERATING COMPANIES Hoang Long which includes the drilling of six (6) firm ("HOANG LONG") wells. The drilling of the six (6) firm wells is expected to take until May/June 2006 to complete. Immediately upon completion of the HOANG LONG contract, the rig will be mobilized to India (after a brief stopover in Singapore to have its final section of legs installed) to commence a twenty-five (25) month contract for Gujarat State Petroleum Corporation Ltd. SUBMERSIBLE - ------------- RICHMOND UNITED STATES HELIS OIL & GAS COMPANY The rig is preparing to commence drilling the eleventh GULF OF MEXICO ("HELIS") (11) well under the Helis contract. Upon completion of this well, the rig will have three (3) additional wells to drill for Helis. The current drilling program is expected to keep the rig employed until April 2006. 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.
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