-----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, LrzD2YX+5cOJ6SQRKvglGFAjHbig0r3oB9csX6NkbkbuK52FN2nNeSaTe0d4Zl4x Nn3g5Mz1gQ97yqOq4Qgmeg== 0000008411-07-000079.txt : 20070508 0000008411-07-000079.hdr.sgml : 20070508 20070508165216 ACCESSION NUMBER: 0000008411-07-000079 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 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: 07828839 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 f8kmay82007.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: MAY 8, 2007 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-13167 TEXAS (State or other jurisdiction of incorporation or organization) 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 May 8, 2007, the Company announced its earnings for the Fiscal Year 2007 Second Quarter ended March 31, 2007. 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 six months ended March 31, 2007 and 2006, an analysis of revenues and contract drilling costs for the three months and six months ended March 31, 2007 and 2006 and a fleet status report as of May 8, 2007 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. The Fleet Status Report has also been posted on the Company's website at www.atwd.com. All changes from the Company's last Fleet Status Report dated March 27, 2007 are highlighted in yellow on the Company's website. ITEM 7.01 REGULATION FD DISCLOSURE During the quarter ended March 31, 2007, the ATWOOD EAGLE incurred six zero days, with the ATWOOD HUNTER and SEAHAWK incurring one zero rate day each. These eight zero rate days were due to equipment related issues and negatively impacted the operating results for the quarter by $.04. Our contract drilling costs for the three and six months ended March 31, 2007 compared to the same periods in fiscal year 2006 increase 17% and 31%, respectively. Thus far, during fiscal year 2007 factors impacting operating costs increases, are as follows: (1) end of calendar year bonuses paid to rig shorebase personnel; (2) general salary increases to all rig-based personnel; (3) start-up costs associated with rigs commencing operations in new drilling areas (VICKSBURG in Thailand), (ATWOOD BEACON in India) and (SEAHAWK in West Africa); costs associated with maintenance during shipyard periods (ATWOOD FALCON and ATWOOD BEACON); higher than normal maintenance costs incurred on the ATWOOD HUNTER during the fourteen zero rate days in December 2006 when the rig was undergoing required regulatory inspections and higher than normal payroll costs incurred by the ATWOOD EAGLE and other rigs due to extra personnel assigned to the rigs for development and training purposes. Operating costs will vary for all rigs depending upon each rig's specific operating activities. During the last quarter of fiscal year 2007 and first half of fiscal year 2008, some of our rigs are expected to incur some zero rate days for required regulatory inspections and planned maintenance. The ATWOOD EAGLE could incur ten to fourteen days of zero rate days during the first or second quarter of fiscal year 2008; while the ATWOOD HUNTER could incur five to ten zero rate days during the fourth quarter of fiscal year 2007. The ATWOOD SOUTHERN CROSS and VICKSBURG could also incur five to ten zero rate days and ten to fourteen zero rate days, respectively, during the last quarter of fiscal year 2007. During the first quarter of fiscal year 2008, the RICHMOND could incur fourteen to twenty-one zero rate days. Our goal is to maintain our fleet and plan our downtime maintenance period with a focus on minimizing downtime and achieving longer term returns. In addition to our planned downtime, we would also expect to incur some unplanned downtime for maintenance and repairs. Historically, approximately 1% to 1 1/2% of zero rate downtime days has been experienced. -2- The ATWOOD SOUTHERN CROSS is currently working in the Black Sea for Melrose Resources ("MELROSE") at a current dayrate of $125,000. The Melrose contract currently involves the drilling of two wells at a dayrate of $125,000 and one well at a dayrate of $155,000 and provides Melrose options to drill two more wells at a dayrate of $125,000. There is a possibility that Melrose will exercise its two options plus add one well but defer the drilling of these wells until after the rig completes the drilling of the first three wells of its next contract commitment with Turkiye Petrolleria A.O. "("TPAO"). Should Melrose defer the drilling of its option wells until after drilling the three wells for TPAO, the TPAO work at a dayrate of $290,000 could commence in June/July 2007. 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, 2006, filed with the Securities and Exchange Commission. ITEM 9.01 EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED MAY 8, 2007 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2007 AND 2006 EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2007 EXHIBIT 99.4 FLEET STATUS REPORT AS OF MAY 8, 2007 -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: May 8, 2007 -4- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated May 8, 2007 99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2007 and 2006 99.3 Analysis of Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2007 99.4 Fleet Status Report as of May 8, 2007 -5- EX-99 2 exh991.txt EXHIBIT 99.1 Houston, Texas 8 May 2007 FOR IMMEDIATE RELEASE ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor, announced today that the Company earned net income of $31,757,000 or $1.01 per diluted share, on revenues of $94,262,000 for the quarter ended March 31, 2007, compared to net income of $15,629,000 or $.50 per diluted share, on revenues of $67,529,000 for the quarter ended March 31, 2006. For the six months ended March 31, 2007, the Company earned net income of $52,842,000 or $1.67 per diluted share, on revenues of $183,062,000 compared to net income of $30,152,000 or $.96 per diluted share, on revenues of $122,943,000 for the six months ended March 31, 2006. FOR THE THREE MONTHS ENDED MARCH 31, 2007 2006 ----------------- ------------------ Revenues $ 94,262,000 $ 67,529,000 Income before Income Taxes 37,618,000 18,318,000 Provision for Income Taxes (5,861,000) (2,689,000) Net Income 31,757,000 15,629,000 Earnings per Common Share - Basic 1.02 0.51 Diluted 1.01 0.50 Weighted Average Shares Outstanding - Basic 31,148,000 30,926,000 Diluted 31,577,000 31,446,000 FOR THE SIX MONTHS ENDED MARCH 31, 2007 2006 ----------------- ------------------ Revenues $ 183,062,000 $ 122,943,000 Income before Income Taxes 62,081,000 35,345,000 Provision for Income Taxes (9,239,000) (5,193,000) Net Income 52,842,000 30,152,000 Earnings per Common Share - Basic 1.70 0.98 Diluted 1.67 0.96 Weighted Average Shares Outstanding - Basic 31,104,000 30,832,000 Diluted 31,595,000 31,327,000 Contact: Jim Holland (281) 749-7804 EX-99 3 exh992.txt EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 31, -------------------- ---------------------- 2007 2006 2007 2006 ---- ---- ---- ---- REVENUES: Contract drilling $ 94,262 $ 67,529 $ 180,504 $ 122,943 Business interruption proceeds - - 2,558 - -------- -------- --------- --------- 94,262 67,529 183,062 122,943 -------- -------- --------- --------- COSTS AND EXPENSES: Contract drilling 43,617 37,270 92,727 71,040 Depreciation 8,329 6,207 16,344 12,597 General and administrative 4,851 4,605 12,042 10,598 Gain on sale of equipment (137) - (184) (9,275) -------- -------- --------- --------- 56,660 48,082 120,929 84,960 -------- -------- --------- --------- OPERATING INCOME 37,602 19,447 62,133 37,983 -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense, net of capitalized interest (388) (1,467) (925) (3,207) Interest income 404 338 873 569 -------- -------- --------- --------- 16 (1,129) (52) (2,638) -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 37,618 18,318 62,081 35,345 PROVISION FOR INCOME TAXES 5,861 2,689 9,239 5,193 --------- -------- --------- --------- NET INCOME $31,757 $15,629 $52,842 $30,152 ========= ======== ========= ========= EARNINGS PER COMMON SHARE: Basic 1.02 0.51 1.70 0.98 Diluted 1.01 0.50 1.67 0.96 AVERAGE COMMON SHARES OUTSTANDING: Basic 31,148 30,926 31,104 30,832 Diluted 31,577 31,446 31,595 31,327
EX-99 4 exh993.txt EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2007 CONTRACT DRILLING REVENUES COSTS -------- -------- (In Millions) ATWOOD HUNTER $ 21.0 $ 5.8 ATWOOD EAGLE 13.6 8.5 ATWOOD FALCON 12.1 4.6 ATWOOD SOUTHERN CROSS 12.0 4.3 ATWOOD BEACON 10.3 3.5 VICKSBURG 8.5 2.9 SEAHAWK 7.8 6.9 RICHMOND 7.2 3.4 AUSTRALIA MANAGEMENT CONTRACTS 1.8 1.4 OTHER - 2.3 ----- ---- 94.3 43.6 ===== ==== FOR THE SIX MONTHS ENDED MARCH 31, 2007 CONTRACT DRILLING REVENUES COSTS -------- --------- (In Millions) ATWOOD HUNTER $ 38.7 $ 11.8 ATWOOD EAGLE 28.4 16.4 ATWOOD SOUTHERN CROSS 23.4 9.6 ATWOOD FALCON 21.0 13.3 ATWOOD BEACON 19.1 7.6 VICKSBURG 17.0 6.6 SEAHAWK 15.9 13.7 RICHMOND 14.7 6.4 AUSTRALIA MANAGEMENT CONTRACTS 4.9 3.9 OTHER - 3.4 ----- ---- 183.1 92.7 ===== ==== EX-99 5 exh994.txt EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT AS OF MAY 8, 2007 As used herein, "we", "us", and "our" refers to Atwood Oceanics, Inc. and its subsidiaries, except where the context indicates otherwise. Statements contained in this Fleet Status Report, including information regarding our estimated rig availability, contract duration, future dayrates, future daily operating costs, future effective tax rates, customer or contract status 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: our dependence on the oil and gas industry; the risks involved in upgrade, repair and construction of our rigs; competition; operating risks; risks involved in foreign operations; risks associated with possible disruptions in operations due to terrorism; risks associated with a possible disruption in operations due to the war with Iraq and governmental regulations and environmental matters. A list of additional risk factors can be found in our annual report on Form 10-K for the year ended September 30, 2006, filed with the Securities and Exchange Commission. All information in this Fleet Status Report is as of the date indicated above. We undertake no duty to update the content of this Fleet Status Report or any forward-looking statement contained herein to conform the statement to actual results or to reflect changes in our expectations. CHANGES WILL BE HIGHLIGHTED IN YELLOW - ----------------------------------------------------------------------------------------------------------------------------------- UNAUDITED ESTIMATED AVERAGE PER DAY RATED ESTIMATED CONTRACT OPERATING COSTS ADDITIONAL RIG NAME WATER LOCATION CUSTOMER CONTRACT END DAYRATE (NOT INCLUDING COMMENTS DEPTH DATE TAX) FOR THE THREE MONTHS ENDED MARCH 31, 2007/MONTH ENDED MARCH 31, 2007 ONLY - ----------------------------------------------------------------------------------------------------------------------------------- SEMISUBMERSIBLES: - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD 5000' Australia BHP BILLITON FIRM WORK - 4 wells at $94,000/84,000 Wells are EAGLE PETROLEUM PTY (6 wells $160,000 subject to a ("BHPB") remaining 1 well at change in including $170,000 sequence and a current 1 well at portion of the operation) $150,000 dayrate is October 2007 (expected to be subject to some drilled in change due to June/July 2007) currency exchange rate variance. - ----------------------------------------------------------------------------------------------------------------------------------- 1 - ----------------------------------------------------------------------------------------------------------------------------------- Australia BHPB OPTIONS - $170,000 N/A A portion of the (3 wells) dayrate is January 2008 if all subject to some three option wells change due to are drilled (The currency exchange first two option rate variance. wells must be exercised no later than 68 days prior to the completion of the firm work) - ----------------------------------------------------------------------------------------------------------------------------------- Australia ENI Spa AGIP FIRM WORK - $360,000 N/A We expect the well EXPLORATION & (1 well) to take 40 to 45 PRODUCTION DIVISION February/March 2008 days to complete. ("ENI") (assuming that all of the above option wells are drilled) - ----------------------------------------------------------------------------------------------------------------------------------- Australia WOODSIDE FIRM WORK - $405,000 N/A A portion of the ENERGY LTD (2 years) dayrate is subject ("WOODSIDE") March 2010 to some change due (assuming that all to currency of the above option exchange rate wells are drilled) variance. - ----------------------------------------------------------------------------------------------------------------------------------- Australia N/A N/A N/A N/A The rig is expected to incur ten to fourteen zero rate days during the first or second quarter of fiscal year 2008 for required regulatory inspections and planned maintenance. - ----------------------------------------------------------------------------------------------------------------------------------- 2 - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD HUNTER 5,000' Mauritania/ WOODSIDE FIRM WORK - $240,000 $65,000/66,000 The rig is Libya April/May 2008 (Mauritania) currently working $245,000 (Libya) offshore Libya. - ----------------------------------------------------------------------------------------------------------------------------------- TBD WOODSIDE OPTIONS - TBD N/A Two (2) six-month options. April/May 2009, if exercised at negotiated market rate. (Agreement has to be executed by November 2007) - ----------------------------------------------------------------------------------------------------------------------------------- TBD N/A N/A N/A N/A The rig could incur around five to ten zero rate days during the fourth quarter of fiscal year 2007 for upgrades and planned maintenance. - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD FALCON 5,000' Malaysia SARAWAK SHELL FIRM WORK - $113,000 $50,000/$50,000 (The $24 million BERHAD ("SHELL") July 10, 2007 Shell reimbursement is being amortized as revenues over the remaining firm contract commitment following the upgrade (32 months) which will increase dayrate revenues by approximately $24,000.) - ----------------------------------------------------------------------------------------------------------------------------------- Malaysia SHELL FIRM WORK - $160,000/ N/A Most of the work (2 years) $200,000 during this period July 2009 (dayrate is expected to be depends on at the $160,000 water depth of dayrate level. each well) - ----------------------------------------------------------------------------------------------------------------------------------- Malaysia SHELL OPTION - TBD N/A (1 year) - ----------------------------------------------------------------------------------------------------------------------------------- 3 - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD SOUTHERN 2,000' Bulgaria MELROSE RESOURCES FIRM WORK - $125,000 $48,000/$40,000 CROSS ("MELROSE") (3 wells) (two wells) June 2007 $155,000 (one well) - ----------------------------------------------------------------------------------------------------------------------------------- Bulgaria MELROSE OPTIONS - $125,000 N/A (There is a (2 wells) possibility August 2007 that Melrose (if both will exercise option wells its two option are exercised plus add one and drilled well but defer immediately the drilling of after the firm these wells work) Options until after the must be rig completes exercised ten the first 3 (10) days wells of the prior to TPAO program.) completion of second firm well. - ----------------------------------------------------------------------------------------------------------------------------------- Turkey TURKIYE PETROLLERI FIRM WORK - 3 wells at N/A (The TPAO A.O. ("TPAO") (4 wells) $290,000 contractual February 2008 1 well at work could (assuming $320,000 commence in above MELROSE June/July 2007 option wells if Melrose are drilled defers drilling immediately any option following the wells until completion of after the their firm completion of wells.) the TPAO work). - ----------------------------------------------------------------------------------------------------------------------------------- Ukraine VANCO FIRM WORK - $325,000 N/A See above INTERNATIONAL LTD. (1 well) ("VANCO") April 2008 (assuming MELROSE options are exercised) - ----------------------------------------------------------------------------------------------------------------------------------- TBD N/A N/A N/A N/A The rig could incur five to ten zero rate days during the fourth quarter of fiscal year 2007 for regulatory inspections. - ----------------------------------------------------------------------------------------------------------------------------------- 4 CANTILEVER JACK-UPS: - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD BEACON 400' India GUJARAT STATE FIRM WORK - $113,000 $39,000/$38,000 PETROLEUM January 2008 CORPORATION LTD ("GSPC") - ----------------------------------------------------------------------------------------------------------------------------------- India GSPC FIRM WORK - $133,500 N/A (12 months) January 2009 - ----------------------------------------------------------------------------------------------------------------------------------- India GSPC OPTIONS - (1 TBD N/A year) - ----------------------------------------------------------------------------------------------------------------------------------- VICKSBURG 300' Thailand CHEVRON OVERSEAS FIRM WORK - $94,500 $33,000/$32,000 PETROLEUM June 2007 ("CHEVRON") - ----------------------------------------------------------------------------------------------------------------------------------- - - Thailand CHEVRON FIRM WORK - $154,000 N/A (2 years) June 2009 - ----------------------------------------------------------------------------------------------------------------------------------- Thailand N/A N/A N/A N/A The rig is expected to incur ten to fourteen zero rate days during the last quarter of fiscal year 2007 for required regulatory inspections. - ----------------------------------------------------------------------------------------------------------------------------------- 5 SEMISUBMERSIBLE TENDER ASSIST UNIT: - ----------------------------------------------------------------------------------------------------------------------------------- SEAHAWK 1,800' Equatorial AMERADA HESS FIRM WORK - $69,680 $77,000/$85,000 Contract Guinea EQUATORIAL September 2008 (plus provides for GUINEA, INC. approximately dayrate ("HESS") $19,000 of increases based amortized per upon certain day revenue.) cost escalations beginning with the second year of the contract. - ----------------------------------------------------------------------------------------------------------------------------------- Equatorial HESS OPTIONS - $69,680 N/A Dayrate subject Guinea (2 years) to increase due September to contract 2010 cost (if all four escalations. six-month options are exercised) - ----------------------------------------------------------------------------------------------------------------------------------- SUBMERSIBLE: - ----------------------------------------------------------------------------------------------------------------------------------- RICHMOND 70' US Gulf of HELIS OIL & GAS FIRM WORK - $80,000 $38,000/$45,000 Mexico ("HELIS") October 2007 - ----------------------------------------------------------------------------------------------------------------------------------- US Gulf of N/A N/A N/A N/A The rig could Mexico incur fourteen to twenty-one zero rate days during the first quarter of fiscal year 2008 for required regulatory inspections and planned maintenance. - ----------------------------------------------------------------------------------------------------------------------------------- MANAGEMENT CONTRACT - ----------------------------------------------------------------------------------------------------------------------------------- NORTH RANKIN `A' N/A Australia WOODSIDE FIRM WORK - Daily margin of The management May 2007 around $5,000 contract is expected to terminate in May 2007. - -----------------------------------------------------------------------------------------------------------------------------------
6 NOTE - EXPECTED TAX RATE 1) The effective tax rate for fiscal year 2007 is now expected to be 13% to 16%. Virtually all of the Company's expected tax provision for fiscal year 2007 relates to taxes in foreign jurisdictions. Working in foreign jurisdictions with nontaxable or deemed profit tax systems contribute to the effective tax rate being significantly less than the United States statutory rate. 2) Other Drilling Costs in Addition to the Above Rig Costs - PER DAY FOR THE THREE MONTHS ENDED MARCH 2007 $26,000 7 -----END PRIVACY-ENHANCED MESSAGE-----