0000008411-14-000007.txt : 20140204 0000008411-14-000007.hdr.sgml : 20140204 20140204162239 ACCESSION NUMBER: 0000008411-14-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140204 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140204 DATE AS OF CHANGE: 20140204 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: 14572543 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 atw-201312318xk.htm 1ST QUARTER FY14 EARNINGS ATW-2013.12.31 8-K
 
 
 
 
 

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: February 4, 2014

ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)

TEXAS
(State or other jurisdiction of incorporation or organization)

COMMISSION FILE NUMBER 1-13167

Internal Revenue Service – Employer Identification No. 74-1611874

15011 Katy Freeway, Suite 800
Houston, Texas, 77094
(Address of Principal Executive Offices)

(281) 749-7800
(Registrant’s Telephone Number,
Including Area Code)

15835 Park Ten Place Drive
Houston, Texas, 77084
(Registrant's Former Address)
____________

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))


ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our press release dated February 4, 2014, concerning financial results for the first quarter ended December 31, 2013, furnished as Exhibit 99.1, is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE
We are currently engaged in discussions with the staff of the Securities and Exchange Commission (“SEC”) regarding an unresolved staff comment with respect to our Annual Report for the fiscal year ended September 30, 2012 relating to our revenue and expense recognition policies for day rates received and the corresponding expenses incurred during the initial mobilization of the Atwood Condor during the fourth quarter of fiscal year 2012. While we continue to work with the SEC staff to resolve this comment, we may in the future determine to revise our revenue and expense recognition policies and revise our historical financial statements accordingly. However, there will be no change to the timing or amount of cash flows under this contract.

This information is being furnished under Regulation FD and should not be deemed to be filed under Section 19 of the Exchange Act.

ITEM 9.01     EXHIBITS
        
EXHIBIT 99.1 PRESS RELEASE DATED FEBRUARY 4, 2014



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/ Mark L. Mey
Mark L. Mey
Senior Vice President

DATE: February 4, 2014

3

EXHIBIT INDEX

EXHIBIT NO.
DESCRIPTION
99.1
Press Release dated February 4, 2014


4
 EX-99.1 2 exhibit99120131231.htm FINANCIAL STATEMENTS Exhibit 99.1 2013.12.31


EXHIBIT 99.1
Houston, Texas
February 4, 2014

FOR IMMEDIATE RELEASE - EARNINGS

ATWOOD OCEANICS, INC., announced today that the Company earned net income of $83.4 million or $1.28 per diluted share, on revenues of $284.7 million for the quarter ended December 31, 2013 compared to net income of $101.9 million or $1.57 per diluted share on revenues of $292.7 million for the quarter ended September 30, 2013 and compared to net income of $72.8 million or $1.10 per diluted share, on revenues of $245.1 million for the quarter ended December 31, 2012.

 
For the Three Months Ended
 
 
 
(Unaudited)
 
 
(In thousands, except per share amounts)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Revenues
$
284,706

 
$
292,721

 
$
245,093

Income before Income Taxes
94,260

 
118,152

 
84,087

Provision for Income Taxes
(10,863
)
 
(16,259
)
 
(11,256
)
Net Income
$
83,397

 
$
101,893

 
$
72,831

 
 
 
 
 
 
Earnings per Common Share -
 
 
 
 
 
      Basic
$
1.30

 
$
1.59

 
$
1.11

      Diluted
$
1.28

 
$
1.57

 
$
1.10



 
 
 
 
 
 

5


ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
Three Months Ended December 31,
(In thousands, except per share amounts)
2013
 
2012
REVENUES:
 
 
 
Contract drilling
$
273,557

 
$
234,760

Revenues related to reimbursable expenses
11,149

 
10,333

Total revenues
284,706

 
245,093

 
 
 
 
COSTS AND EXPENSES:
 
 
 
Contract drilling
123,162

 
105,938

Reimbursable expenses
8,414

 
5,978

Depreciation
32,544

 
27,578

General and administrative
19,822

 
17,221

Other, net
(1,637
)
 
7

 
182,305

 
156,722

 
 
 
 
OPERATING INCOME
$
102,401

 
$
88,371

 
 
 
 
OTHER INCOME (EXPENSE)
 
 
 
Interest expense, net of capitalized interest
(8,211
)
 
(4,408
)
Interest Income
70

 
124

 
(8,141
)
 
(4,284
)
 
 
 
 
INCOME BEFORE INCOME TAXES
94,260

 
84,087

PROVISION FOR INCOME TAXES
10,863

 
11,256

NET INCOME
$
83,397

 
$
72,831

 
 
 
 
EARNINGS PER COMMON SHARE:
 
 
 
Basic
$
1.30

 
$
1.11

Diluted
$
1.28

 
$
1.10

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
 
 
 
Basic
64,112

 
65,528

Diluted
65,026

 
66,092


6


ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED ANALYSIS OF REVENUES AND DRILLING COSTS
(Unaudited)
 
REVENUES
 
Three Months Ended
(In thousands)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Ultra-Deepwater
$
87.2

 
$
89.1

 
$
82.8

Deepwater
107.6

 
108.8

 
100.0

Jackups
78.8

 
81.4

 
52.0

Reimbursable
11.1

 
13.4

 
10.3

 
284.7

 
292.7

 
245.1

 
DRILLING COSTS
 
Three Months Ended
(In thousands)
December 31,
2013
 
September 30,
2013
 
December 31,
2012
Ultra-Deepwater
$
35.2

 
$
31.9

 
$
29.6

Deepwater
48.8

 
40.9

 
45.7

Jackups
36.6

 
34.1

 
28.5

Reimbursable
8.4

 
9.4

 
6.0

Other
2.6

 
5.3

 
2.1

 
$
131.6

 
$
121.6

 
$
111.9


7


ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
December 31,
2013
 
September 30,
2013
ASSETS
 
 
 
Cash and cash equivalents
$
132,326

 
$
88,770

Accounts receivable
172,821

 
199,689

Income tax receivable
5,531

 
4,672

Inventories of materials and supplies
110,561

 
121,833

Prepaid expenses and deferred costs
30,721

 
38,796

Total current assets
451,960

 
453,760

 
 
 
 
Property and equipment, net
3,583,267

 
3,164,724

 
 
 
 
Other receivables
11,831

 
11,831

Deferred costs and other assets
31,661

 
26,951

Total assets
$
4,078,719

 
$
3,657,266

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Accounts payable
$
71,179

 
$
95,827

Accrued liabilities
17,578

 
17,653

Notes payable
2,025

 
8,071

Interest payable
19,404

 
7,945

Income tax payable
12,787

 
16,554

Deferred credits
21,714

 
10,822

Total current liabilities
144,687

 
156,872

 
 
 
 
Long-term debt
1,602,961

 
1,263,232

Deferred income taxes
681

 
485

Deferred credits
5,356

 
1,176

Other
30,451

 
28,130

Total long-term liabilities
1,639,449

 
1,293,023

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Preferred stock, no par value, 1,000 shares authorized, none outstanding
—

 
—

Common stock, $1.00 par value, 90,000 shares authorized with 64,208 and 64,057 issued and outstanding at December 31, 2013 and September 30, 2013, respectively
64,208

 
64,057

Paid-in capital
187,416

 
183,390

Retained earnings
2,044,802

 
1,961,405

Accumulated other comprehensive loss
(1,843
)
 
(1,481
)
Total shareholders' equity
2,294,583

 
2,207,371

Total liabilities and shareholders' equity
$
4,078,719

 
$
3,657,266






8


ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited) 
 
Three Months Ended December 31,
(In thousands)
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
83,397

 
$
72,831

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
32,544

 
27,578

Amortization of debt issuance costs and bond premium
1,176

 
1,036

Amortization of deferred items
(4
)
 
(32
)
Provision for doubtful accounts
—

 
1,871

Provision for inventory obsolescence
430

 
181

Deferred income tax expense/(benefit)
196

 
(220
)
Share-based compensation expense
3,354

 
3,048

Other, net
392

 
7

Change in assets and liabilities:
 
 
 
Accounts receivable
26,868

 
22,388

Income tax receivable
(859
)
 
141

Inventory
10,842

 
(257
)
Prepaid expenses
6,458

 
5,470

Deferred costs and other assets
(8,167
)
 
(4,039
)
Accounts payable
(13,556
)
 
(27,978
)
Accrued liabilities
11,195

 
4,937

Income tax payable
(3,767
)
 
3,603

Deferred credits and other liabilities
9,695

 
6,354

Net cash provided by operating activities
160,194

 
116,919

 
 
 
 
Cash flows from investing activities:
 
 
 
Capital expenditures
(462,620
)
 
(321,995
)
Installment proceeds from pending sale of asset
11,200

 
—

Proceeds from sale of assets
77

 
41

Net cash used in investing activities
(451,343
)
 
(321,954
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from bank credit facilities
340,000

 
240,000

Principal payments on notes payable
(6,046
)
 
(5,148
)
Proceeds from exercise of stock options
823

 
653

Debt issuance costs paid
(72
)
 
—

Net cash provided by financing activities
334,705

 
235,505

Net increase (decrease) in cash and cash equivalents
$
43,556

 
$
30,470

Cash and cash equivalents, at beginning of period
$
88,770

 
$
77,871

Cash and cash equivalents, at end of period
$
132,326

 
$
108,341







9


Atwood Oceanics, Inc. is a global offshore drilling contractor engaged in the drilling and completion of exploratory and developmental oil and gas wells. The company currently owns 13 mobile offshore drilling units and is constructing three ultra-deepwater drillships. The company was founded in 1968 and is headquartered in Houston, Texas. Atwood Oceanics, Inc. common stock is traded on the New York Stock Exchange under the symbol "ATW."




Contact: Mark L. Mey
(281) 749-7902


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