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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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 29, 2004
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-13167
TEXAS 74-1611874
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15835 Park Ten Place Drive 77084
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
281-749-7800
N/A
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(Former name or former address, if changed since last report.)
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ITEM 7. EXHIBITS
EXHIBIT 99.1 PRESS RELEASE DATED JULY 29, 2004
EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND
NINE MONTHS ENDED JUNE 30, 2004 AND 2003
EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR
THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2004
EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2004 AND
SEPTEMBER 30, 2003
EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT JULY 29, 2004
ITEM 9. REGULATION FD DISCLOSURE
On July 29, 2004, the Company announced its earnings for the Fiscal Year
2004 Third Quarter ended June 30, 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 ATWOOD SOUTHERN CROSS has been awarded a contract by Daewoo
International Corporation to drill two firm wells plus an option for one
additional well offshore Myanmar. The contract provides for a dayrate of $35,000
for the two firm wells and $40,000 for the option well. The ATWOOD SOUTHERN
CROSS is currently drilling a program for Murphy Sarawak Oil Company ("Murphy").
If Murphy exercises one more option, the Daewoo program will commence
immediately upon the rig completing the Murphy work. The drilling of the two
firm wells for Daewoo is estimated to take 60 to 80 days to complete.
It has been preliminarily determined that the ATWOOD BEACON has damage to
all three legs and the derrick as a result of the previously announced (see
Press Release dated July 26, 2004) incident on July 25, 2004, while positioning
the rig for its next well in Indonesia. The Company's current plan, which is
subject to further analysis and revision, is to remove the legs on location and
then transport the rig and the legs to the builder's shipyard in Singapore for
inspection and repairs. Presently, the Company is unable to determine the time
necessary for repairs. The current contract for the rig had approximately 60
days remaining in its term. The Company is discussing the status of the contract
with the operator; however, until the repair period for the rig is better
defined, the Company is unable to comment on future contract plans and marketing
options involving the rig.
The ATWOOD EAGLE is preparing to commence drilling its fifth well for BHP
Billiton Petroleum, with BHP having an option to drill one more well prior to
the rig commencing its drilling program for Woodside Energy, Ltd.
In the Company's conference call in April 2004, earnings for the fourth
quarter of fiscal year 2004 were estimated to range between $.25 and $.35 Now
with the ATWOOD BEACON incident and with the ATWOOD FALCON having no revenues
for the entire month of July 2004 due to its quarters upgrade and planned
maintenance and mobilization to its next drilling location, earnings for the
fourth quarter of fiscal year 2004 is currently estimated to range between $.05
and $.10, with estimated earnings for the fiscal year being between $.35 and
$.40.
Additional information with respect to the Company's Consolidated
Statements of Operations for the three months and nine months ended June 30,
2004 and 2003, an analysis of Contract Revenues and Drilling Costs for the three
months and nine months ended June 30, 2004, Consolidated Balance Sheets at June
30, 2004 and September 30, 2003 and Contract Status Summary at July 29, 2004 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.
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, 2003, filed
with the Securities and Exchange Commission.
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 29, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated July 29, 2004
99.2 Consolidated Statements of Operations for the Three Months and
Nine Months ended June 30, 2004 and 2003
99.3 Analysis of Contract Revenues and Drilling Costs for the Three Months
and Nine Months ended June 30, 2004
99.4 Consolidated Balance Sheets at June 30, 2004 and September 30, 2003
99.5 Contract Status Summary at July 29, 2004
EXHIBIT 99.1
Houston, Texas
29 July 2004
FOR IMMEDIATE RELEASE
Atwood Oceanics, Inc., Houston-based International Drilling Contractor,
announced today that the Company earned net income of $5,685,000 or $.40 per
diluted share, on contract revenues of $48,386,000 for the quarter ended June
30, 2004, compared to a net loss of ($82,000) or ($.01) per diluted share on
contract revenues of $41,847,000 for the quarter ended June 30, 2003. For the
nine months ended June 30, 2004, the Company earned net income of $4,243,000 or
$ .30 per diluted share, on contract revenues of $120,521,000 compared to net
income of $1,455,000 or $.10 per diluted share, on contract revenues of
$106,761,000 for the nine months ended June 30, 2003.
FOR THE THREE MONTHS ENDED JUNE 30,
2004 2003
-------------- -------------
Contract Revenues $48,386,000 $41,847,000
=========== ==========
Income before Income Taxes 8,589,000 2,207,000
Provision for Income Taxes ( 2,904,000) (2,289,000)
----------- ----------
Net Income 5,685,000 (82,000)
=========== ===========
Earnings per Common Share -
Basic .41 (.01)
Diluted .40 (.01)
Weighted Average Shares
Outstanding -
Basic 13,860,000 13,847,000
Diluted 14,073,000 13,847,000
FOR THE NINE MONTHS ENDED JUNE 30,
2004 2003
------------- ------------
Contract Revenues $120,521,000 $106,761,000
============ ============
Income before Income Taxes 10,760,000 6,009,000
Provision for Income Taxes (6,517,000) (4,554,000)
------------ ------------
Net Income 4,243,000 1,455,000
============ ============
Earnings per Common Share -
Basic .31 .11
Diluted .30 .10
Weighted Average Shares
Outstanding -
Basic 13,858,000 13,846,000
Diluted 13,999,000 13,903,000
Contact: Jim Holland
(281) 749-7804
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,
-------------------------------- ---------------------------
2004 2003 2004 2003
---- ---- ---- ----
(Unaudited) (Unaudited)
REVENUES:
Contract drilling $ 48,386 $ 41,847 $120,521 $106,761
-------- -------- -------- --------
COSTS AND EXPENSES:
Contract drilling 26,572 27,635 70,519 71,094
Depreciation 7,898 6,783 23,587 18,025
General and administrative 3,008 3,023 8,683 8,822
------- -------- ------- -------
37,478 37,441 102,789 97,941
------ -------- ------- -------
OPERATING INCOME 10,908 4,406 17,732 8,820
------ -------- ------- -------
OTHER INCOME (EXPENSE)
Interest expense (2,330) (2,239) (6,998) (2,950)
Interest income 11 40 26 139
------ -------- ------- -------
(2,319) (2,199) (6,972) (2,811)
------ -------- ------- -------
INCOME BEFORE INCOME TAXES 8,589 2,207 10,760 6,009
PROVISION FOR INCOME TAXES 2,904 2,289 6,517 4,554
------ -------- ------- -------
NET INCOME (LOSS) $ 5,685 $ (82) $ 4,243 $ 1,455
======= ======== ======== ========
EARNINGS (LOSS) PER SHARE
Basic $ .41 $ (.01) $ .31 $ .11
Diluted $ .40 $ (.01) $ .30 $ .10
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic 13,860 13,847 13,858 13,846
Diluted 14,073 13,847 13,999 13,903
EXHIBIT 99.3
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ANALYSIS OF CONTRACT REVENUES
AND DRILLING COSTS
(Unaudited)
FOR THE THREE MONTHS ENDED JUNE 30, 2004
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
----------------- -----------------
(In Millions)
ATWOOD EAGLE $ 11.9 $ 7.3
ATWOOD FALCON 7.8 3.7
BEACON 6.1 2.3
VICKSBURG 6.0 2.2
ATWOOD HUNTER 5.6 3.1
SEAHAWK 4.6 2.0
ATWOOD SOUTHERN CROSS 3.5 2.8
RICHMOND 2.4 2.1
OTHER 0.5 1.1
----- -----
$48.4 $26.6
===== =====
FOR THE NINE MONTHS ENDED JUNE 30, 2004
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
----------------- --------------
(In Millions)
ATWOOD FALCON $21.6 $ 9.9
ATWOOD EAGLE 19.9 14.1
VICKSBURG 18.2 6.6
BEACON 15.2 6.8
ATWOOD HUNTER 14.1 8.9
SEAHAWK 14.0 6.2
ATWOOD SOUTHERN CROSS 9.1 9.6
RICHMOND 6.9 6.0
OTHER 1.5 2.4
------ -----
$120.5 $70.5
====== =====
EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
Jun. 30, 2004 SEP. 30, 2003
-------------- --------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $17,508 $21,551
Accounts receivable 33,204 30,864
Income tax receivable 3,278 3,278
Inventories of materials and supplies
at lower of average cost or market 12,023 12,583
Deferred tax assets 380 550
Prepaid expenses and other 4,304 7,186
-------- --------
Total Current Assets 70,697 76,012
-------- --------
PROPERTY AND EQUIPMENT:
Drilling vessels, equipment and drill pipe 632,776 629,167
Other 9,143 9,072
-------- --------
641,919 638,239
Less-accumulated depreciation 218,690 195,137
-------- --------
Net Property and Equipment 423,229 443,102
-------- --------
DEFERRED COSTS AND OTHER ASSETS 3,721 3,560
-------- --------
$497,647 $522,674
======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable $33,000 $24,000
Accounts payable 4,248 10,403
Accrued liabilities 7,641 8,851
Deferred credits 3,200 6,695
-------- --------
Total Current Liabilities 48,089 49,949
-------- --------
LONG-TERM NOTES PAYABLE,
net of current maturities: 154,000 181,000
-------- --------
154,000 181,000
-------- --------
OTHER LONG TERM LIABILITIES
Deferred income taxes 20,518 21,217
Deferred credits and other 7,042 7,041
-------- --------
27,560 28,258
-------- --------
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 13,857,000 issued and outstanding 13,866 13,851
Paid-in capital 57,677 57,404
Retained earnings 196,455 192,212
------- -------
Total Shareholders' Equity 267,998 263,467
-------- --------
$497,647 $522,674
======== ========
EXHIBIT 99.5
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONTRACT STATUS SUMMARY
AT JULY 29, 2004
NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS
----------- -------- --------- -----------------
SEMISUBMERSIBLES -
-------------------
ATWOOD FALCON MALAYSIA SARAWAK SHELL ("SHELL") The rig is currently preparing to commence working
under the Shell contract which involves the drilling
of two firm wells with options to drill three
additional wells and could extend into December 2004
or beyond if all five wells are drilled.
ATWOOD HUNTER EGYPT BURULLUS GAS CO. On December 31, 2003, the rig commenced a drilling
("BURULLUS") program for Burullus which includes ten firm wells
plus options to drill six additional wells. The
drilling of the ten firm wells are expected to take
around 400 days to complete, and if all the option
wells are drilled, the contract could extend for
approximately 550 days.
ATWOOD EAGLE AUSTRALIA BHP BILLITON PETROLEUM The rig is preparing to commence drilling its fifth
PTY. LTD. ("BHP") well for BHP. BHP has an option to drill one more well
prior to the rig commencing its drilling program for
Woodside Energy, LTD. ("Woodside"). If the one option
well is not drilled, the current drilling program with
BHP should be completed in August 2004, with the rig
then commencing its two firm wells plus one option
well drilling program for Woodside. BHP has been
granted three additional option wells which can only
be drilled after the completion of the Woodside
contract and are subject to mutual agreement on
timing. In the event that the current BHP drilling
program is further extended, and Woodside is unable to
drill both firm wells before the end of November 2004,
Woodside has the right to reduce its commitment to one
firm well.
SEAHAWK MALAYSIA EXXONMOBIL EXPLORATION & EMEPMI has given written notice that they will
PRODUCTION MALAYSIA terminate the current contract upon completion of work
INC. ("EMEPMI") in progress on October 1, 2004. Additional work is
being pursued in Southeast Asia as well as other areas
of the world.
ATWOOD SOUTHERN CROSS MALAYSIA MURPHY SARAWAK OIL In March 2004, the rig commenced the Murphy drilling
COMPANY, LTD. ("MURPH"Y) program which now includes the drilling of three firm
wells plus options to drill an additional three
wells. The rig has been awarded a contract by Daewoo
International Corporation ("Daewoo") to drill two firm
wells plus an option to drill one additional well
offshore Myanmar. If Murphy exercises one option, as
expected, the Daewoo work would commence immediately
after completing the Murphy program. The drilling of
the two firm wells is estimated to take 60 to 80 days
to complete.
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 THAILAND CHEVRON OFFSHORE In May 2004 the rig's contract with ExxonMobil
(THAILAND) LIMITED Exploration & Production Malaysia Inc. ("EMEPMI") was
("CHEVRON") suspended and the rig moved to Thailand to commence a
drilling program for Chevron. This program is
expected to take approximately five months to
complete, at which time, the rig will be moved back to
Malaysia whereby EMEPMI will reinstate the rig's
contract. Upon reinstatement, the EMEPMI drilling
commitment will include the estimated five months
suspension period plus an extension of twelve months,
for a total of seventeen months commencing in October
2004. Once EMEPMI recommences its contract it will
retain its right to terminate the contract by
providing 120 days notice.
ATWOOD BEACON PREPARING TO BE The ATWOOD BEACON has incurred damage to all three
MOVED TO A legs and the derrick as a result of an incident on
SHIPYARD IN July 25, 2004, while positioning the rig for its next
SINGAPORE well in Indonesia. The Company's current plan, which
is subject to further analysis and revision, is to
remove the legs on location and then transport the rig
and the legs to the builder's shipyard in Singapore
for inspection and repairs. Presently, the Company is
unable to determine the time necessary for repairs.
The current contract for the rig had approximately 60
days remaining in its term. The Company is discussing
the status of the contract with the operator.
However, until the repair period for the rig is better
defined, the Company is unable to comment on future
contract plans and marketing options involving the
rig.
SUBMERSIBLE -
---------------
RICHMOND UNITED STATES APPLIED DRILLING The rig is in the process of completing the drilling
GULF OF MEXICO TECHNOLOGY INC. ("ADTI") of one well for ADTI which was assigned from Helis Oil
& Gas Company ("Helis"). Upon completion of this
well, the rig will have three firm wells to drill for
Helis, with Helis having options to drill four
additional wells. The drilling of the three firm wells
for Helis is expected to take 90 to 120 days to
complete and if all four option wells are drilled, the
contract could extend to around 200 to 270 days.
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.