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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 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
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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))
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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
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EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT JULY 28, 2005
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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
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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
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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
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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
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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
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FOR THE NINE MONTHS ENDED
JUNE 30, 2005
DRILLING
REVENUES COSTS
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(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
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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
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Total Current Assets 76,271 92,966
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NET PROPERTY AND EQUIPMENT 402,870 401,141
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DEFERRED COSTS AND OTHER ASSETS 3,611 4,829
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$482,752 $498,936
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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
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Total Current Liabilities 47,406 60,053
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LONG-TERM NOTES PAYABLE,
net of current maturities: 63,000 145,000
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63,000 145,000
----------- ------------
OTHER LONG TERM LIABILITIES
Deferred income taxes 18,330 18,930
Deferred credits and other 2,454 3,364
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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
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EXHIBIT 99.5
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONTRACT STATUS SUMMARY
AT JULY 28, 2005
NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS
----------------- ---------- ------------ --------------------------
SEMISUBMERSIBLES -
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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.
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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 -
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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 -
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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.
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MODULAR PLATFORMS -
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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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