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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 31, 2002
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
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ITEM 7. EXHIBITS
EXHIBIT 99.1 PRESS RELEASE DATED JULY 31, 2002
EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
MONTHS AND NINE MONTHS ENDED JUNE 30, 2002 AND 2001
EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR
THE QUARTER AND NINE MONTHS ENDED JUNE 30, 2002
EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2002 AND
SEPTEMBER 30, 2001
EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT JULY 31, 2002
ITEM 9. REGULATION FD DISCLOSURE
ON JULY 31, 2002, THE COMPANY ANNOUNCED ITS EARNINGS FOR THE FISCAL YEAR
2002 THIRD QUARTER ENDED JUNE 30, 2002. 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 5,000 FEET WATER-DEPTH UPGRADE OF THE ATWOOD EAGLE CONTINUES ON
SCHEDULE AT A SHIPYARD FACILITY IN GREECE, WITH ESTIMATED COMPLETION IN
OCTOBER/NOVEMBER, 2002. THE RICHMOND HAS BEEN AWARDED A CONTRACT TO DRILL ONE
FIRM WELL (ESTIMATED TO TAKE 30 DAYS TO COMPLETE) FOLLOWING COMPLETION OF ITS
CURRENT CONTRACT. THE RIG'S CURRENT FIRM DRILLING PROGRAMS COULD BE COMPLETED IN
LATE SEPTEMBER 2002 UNLESS THE CURRENT OPERATOR EXERCISES AN OPTION TO DRILL ONE
MORE WELL. THE OPTION WELL, IF DRILLED, COULD ADD ANOTHER 45 DAYS OF DRILLING
COMMITMENTS.
THE VICKSBURG IS CURRENTLY DRILLING FOR CARIGALI-TRITON OPERATING COMPANY
("CTOC") IN THE MALAYSIA-THAILAND JOINT DEVELOPMENT AREA. CTOC HAS ADVISED THE
COMPANY THAT IT WILL SUSPEND ITS CURRENT DRILLING ACTIVITIES UPON COMPLETION OF
THE CURRENT DRILLING PROGRAM, WHICH IS EXPECTED TO BE CONCLUDED IN SEPTEMBER
2002. THE COMPANY HAS RECEIVED A "NOTICE OF CONTRACT AWARD", SUBJECT TO
EXECUTION OF A DEFINITIVE CONTRACT, FOR A TERM DRILLING PROGRAM FOR THE
VICKSBURG TO COMMENCE IN MALAYSIA IMMEDIATELY FOLLOWING THE SUSPENSION OF THE
RIG'S CURRENT CONTRACT.
ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY'S CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30,
2002 AND 2001, AN ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE
QUARTER AND NINE MONTHS ENDED JUNE 30, 2002, CONSOLIDATED BALANCE SHEETS AT JUNE
30, 2002 AND SEPTEMBER 30, 2001 AND CONTRACT STATUS SUMMARY AT JULY 31, 2002 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 in upgrade to the Company's rigs; competition;
operating risks; risks involved in foreign operations; risks associated with
possible disruption in operations due to terrorism; 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, 2001, 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 31, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release dated July 31, 2002
99.2 Consolidated Statements of Operations for the Three Months
and Nine Months ended June 30, 2002 and 2001
99.3 Analysis of Contract Revenues and Drilling Costs for the
quarter and nine months ended June 30, 2002
99.4 Consolidated Balance Sheets at June 30, 2002 and
September 30, 2001
99.5 Contract Status Summary at July 31, 2002
EXHIBIT 99.1
HOUSTON, TEXAS
31 JULY 2002
FOR IMMEDIATE RELEASE
FOR IMMEDIATE RELEASE:
ATWOOD OCEANICS, INC., HOUSTON-BASED INTERNATIONAL DRILLING CONTRACTOR
ANNOUNCED TODAY THAT THE COMPANY AND ITS SUBSIDIARIES REPORTED A NET INCOME OF
USD 6,132,000 OR USD .44 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD
37,402,000 FOR THE QUARTER ENDED JUNE 30, 2002, COMPARED TO A NET INCOME OF USD
5,485,000 OR USD .39 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 34,944,000
FOR THE QUARTER ENDED JUNE 30, 2001. DURING THE FIRST NINE MONTHS OF 2002, THE
COMPANY RECORDED A NET INCOME OF USD 21,120,000 OR USD 1.51 PER DILUTED SHARE,
ON CONTRACT REVENUES OF USD 118,376,000 COMPARED TO A NET INCOME OF USD
19,555,000 OR USD 1.40 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD
111,594,000 IN THE FIRST NINE MONTHS OF 2001.
COMPARED FIGURES ARE AS FOLLOWS:
FOR THE QUARTER ENDED JUNE 30: 2002 2001
---- ----
CONTRACT REVENUES USD 37,402,000 USD 34,944,000
INCOME BEFORE INCOME TAXES 9,174,000 8,410,000
NET INCOME 6,132,000 5,485,000
EARNINGS PER COMMON SHARE -
BASIC .44 .40
DILUTED .44 .39
WEIGHTED AVERAGE SHARES
OUTSTANDING -
BASIC 13,843,000 13,831,000
DILUTED 14,048,000 13,981,000
FOR THE NINE MONTHS ENDED JUNE 30: 2002 2001
---- ----
CONTRACT REVENUES USD 118,376,000 USD 111,594,000
INCOME BEFORE INCOME TAXES 32,276,000 30,742,000
NET INCOME 21,120,000 19,555,000
EARNINGS PER COMMON SHARE -
BASIC 1.53 1.41
DILUTED 1.51 1.40
WEIGHTED AVERAGE SHARES OUTSTANDING -
BASIC 13,839,000 13,827,000
DILUTED 13,984,000 13,971,000
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,
-------------------------------- -------------------------
2002 2001 2002 2001
(Unaudited) (Unaudited)
REVENUES:
Contract drilling $ 37,402 $ 34,944 $118,376 $111,594
-------- -------- -------- --------
COSTS AND EXPENSES:
Contract drilling 19,493 17,327 58,912 52,935
Depreciation 5,958 6,342 18,501 19,603
General and administrative 2,336 2,285 7,500 7,021
-------- ------- -------- ---------
27,787 25,954 84,913 79,559
-------- ------- -------- ---------
OPERATING INCOME 9,615 8,990 33,463 32,035
-------- ------- -------- ---------
OTHER INCOME (EXPENSE)
Interest expense (501) (723) (1,387) (2,523)
Interest income 60 273 200 1,360
Loss on sale of securities --- (130) --- (130)
-------- -------- -------- ---------
(441) (580) (1,187) (1,293)
-------- -------- -------- ---------
INCOME BEFORE INCOME TAXES 9,174 8,410 32,276 30,742
PROVISION FOR INCOME TAXES 3,042 2,925 11,156 11,187
-------- -------- -------- ---------
NET INCOME $ 6,132 $ 5,485 $ 21,120 $ 19,555
======= ======== ======== ========
EARNINGS PER SHARE
Basic $ .44 $.40 $ 1.53 $1.41
Diluted $ .44 $.39 $ 1.51 $1.40
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic 13,843 13,831 13,839 13,827
Diluted 14,048 13,981 13,984 13,971
(Contract drilling revenues and contract drilling costs for 2001 reflect the
gross-up of mobilization revenues and costs, which were reported on a net basis
prior to the adoption of Staff Accounting Bulletin 101 in the fourth quarter of
2001.)
EXHIBIT 99.3
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ANALYSIS OF CONTRACT REVENUES
AND DRILLING COSTS
(Unaudited)
FOR THE QUARTER ENDED JUNE 30, 2002
------------------------------------
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
-------- --------
(In Millions)
ATWOOD FALCON $ 8.3 $ 3.0
ATWOOD HUNTER 8.0 4.0
ATWOOD SOUTHERN CROSS 6.0 2.8
SEAHAWK 5.9 2.1
VICKSBURG 5.9 2.4
ATWOOD EAGLE 1.9 1.2
RICHMOND 1.0 2.2
OTHER 0.4 1.8
------- ------
$ 37.4 $ 19.5
======= =======
FOR THE NINE MONTHS ENDED JUNE 30, 2002
----------------------------------------
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
-------- --------
(In Millions)
ATWOOD FALCON $ 26.6 $ 7.9
ATWOOD HUNTER 19.0 9.0
ATWOOD SOUTHERN CROSS 17.2 7.8
VICKSBURG 17.0 6.9
SEAHAWK 16.6 6.2
ATWOOD EAGLE 15.2 9.0
RICHMOND 5.3 7.5
OTHER 1.5 4.6
------- ------
$118.4 $ 58.9
======= =======
EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
JUN. 30, 2002 SEP. 30, 2001
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 37,808 $ 12,621
Accounts receivable 25,821 19,815
Inventories of materials and supplies
at lower of average cost or market 9,369 9,111
Deferred tax assets 780 780
Prepaid expenses 2,744 3,394
-------- --------
Total Current Assets 76,522 45,721
-------- --------
PROPERTY AND EQUIPMENT:
Drilling vessels, equipment and drill pipe 565,072 497,821
Other 9,129 8,768
-------- -------
574,201 506,589
Less-accumulated depreciation 218,704 200,335
-------- -------
Net Property and Equipment 355,497 306,254
-------- -------
DEFERRED COSTS AND OTHER ASSETS 2,875 1,903
-------- -------
434,894 353,878
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable --- ---
Accounts payable 9,017 8,055
Accrued liabilities 12,623 12,609
--------- -------
Total Current Liabilities 21,640 20,664
--------- -------
LONG-TERM NOTES PAYABLE,
net of current maturities: 120,000 60,000
--------- -------
120,000 60,000
--------- -------
DEFERRED CREDITS:
Income taxes 15,850 13,600
Other 8,467 11,978
--------- -------
24,317 25,578
--------- -------
SHAREHOLDER'S EQUITY
Preferred stock no par value;
1,000,000 shares authorized, none
outstanding --- ---
Common stock, $1 par value, 20,000,000
shares authorized with 13,845,000
and 13,832,000 issued and outstanding
at Jun. 30, 2002 and Sep. 30, 2001,
respectively 13,845 13,832
Paid-in capital 57,243 57,075
Retained earnings 197,849 176,729
-------- -------
Total Shareholders' Equity 268,937 247,636
-------- -------
$ 434,894 $ 353,878
========= =========
EXHIBIT 99.5
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONTRACT STATUS SUMMARY
AT JULY 31, 2002
NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS
------------ -------- -------- ---------------
SEMISUBMERSIBLES -
------------------
ATWOOD FALCON MALAYSIA SARAWAK SHELL The rig is conducting a drilling program in Malaysia for Sarawak
BERHAD/SABAH Shell Berhad and Sabah Shell Petroleum Company Ltd. ("Shell").
SHELL The drilling contract includes five firm wells plus provides Shell
PETROLEUM with options to drill five additional wells. Immediately upon
COMPANY LTD. completion of the Shell contract commitment for its firm wells
(estimated October 2002), the rig will be moved to Australia to
commence a program providing for the drilling of two wells plus
options to drill three additional wells for Woodside Energy Ltd.
ATWOOD HUNTER EGYPT BURULLUS GAS COMPANY The rig commenced an eleven-well drilling program in December 2001
estimated to be completed in October 2002. Contract opportunities
to commence following completion of the rig's current contract are
being pursued internationally.
ATWOOD EAGLE SHIPYARD IN GREECE The rig is currently undergoing an approximate $90 million
water-depth upgrade and refurbishment. The upgrade should take
approximately six months shipyard time to complete
(October/November 2002). Contract opportunities to commence
following the rig's upgrade are being pursued internationally.
SEAHAWK MALAYSIA EXXONMOBIL The rig's current contract terminates in December 2003, with an
EXPLORATION option for the Operator to extend.
& PRODUCTION
MALAYSIA INC.
ATWOOD MEDITERRANEAN OIL FIELDS LTD./ The rig is currently undergoing required regulatory inspections
SOUTHERN SEA ENI S.P.A. - AGIP and upgrades for the AGIP contract. The rig will commence a
CROSS DIVISION one-well contract for Oil Fields Ltd. around August 15, 2002,
estimated to take 30 days to complete. Upon completion of the
Oil Fields Ltd. contract, the rig will be moved to Sicily to
commence a two-well plus one option well contract for Eni S.p.A.
- AGIP division, which is estimated to take 60 to 90 days to
complete.
SEASCOUT UNITED STATES The SEASCOUT was purchased in December 2000 for future conversion
GULF OF MEXICO to a tender-assist unit, similar to the SEAHAWK, once an
acceptable contract opportunity is secured.
CANTILEVER JACK-UPS -
---------------------
VICKSBURG MALAYSIA - CARIGALI-TRITON The rig's current"contract is expected to be concluded in
THAILAND OPERATING September 2002 due to CTOC suspending its current drilling
JOINT COMPANY activities. The Company has received a "Notice of Contract
DEVELOPMENT ("CTOC") Award", subject to execution of a definitive contract, for a term
AREA drilling program for the rig to commence in Malaysia immediately
following the suspension of its current contract.
ATWOOD BEACON UNDER CONSTRUCTION The Company expects the construction of this ultra-premium jack-up
drilling unit to be completed in June 2003.
SUBMERSIBLE -
---------------
RICHMOND UNITED STATES EL PASO The rig's current contract is expected to conclude in mid-August
GULF OF MEXICO PRODUCTION OIL 2002 unless the current operator exercises an option to drill one
& GAS more well, which, if drilled could add another 45 days of drilling
commitments. The rig has been awarded a contract by Applied
Drilling Technology Inc. to drill one firm well (estimated to take
30 days to complete) following completion of its current contract.
MODULAR PLATFORMS -
-------------------
GOODWYN 'A' /
NORTH RANKIN 'A' AUSTRALIA WOODSIDE ENERGY LTD. There is currently an indefinite planned break in 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.