================================================================================
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: April 28, 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
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
================================================================================
ITEM 7. EXHIBITS
EXHIBIT 99.1 PRESS RELEASE DATED APRIL 28, 2004
EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND
SIX MONTHS ENDED MARCH 31, 2004 AND 2003
EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR
THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2004
EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2004 AND
SEPTEMBER 30, 2003
EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT APRIL 28, 2004
ITEM 9. REGULATION FD DISCLOSURE
On April 28, 2004, the Company announced its earnings for the Fiscal Year
2004 Second Quarter ended March 31, 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.
Additional information with respect to the Company's Consolidated
Statements of Operations for the three months and six months ended March 31,
2004 and 2003, an analysis of Contract Revenues and Drilling Costs for the three
months and six months ended March 31, 2004, Consolidated Balance Sheets at March
31, 2004 and September 30, 2003 and Contract Status Summary at April 28, 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: April 28, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated April 28, 2004
99.2 Consolidated Statements of Operations for the Three Months and Six
Months ended March 31, 2004 and 2003
99.3 Analysis of Contract Revenues and Drilling Costs for the Three
Months and Six Months ended March 31, 2004
99.4 Consolidated Balance Sheets at March 31, 2004 and September 30, 2003
99.5 Contract Status Summary at April 28, 2004
EXHIBIT 99.1
Houston, Texas
28 April 2004
FOR IMMEDIATE RELEASE
Atwood Oceanics, Inc., Houston-based International Drilling Contractor,
announced today that the Company earned net income of $462,000 or $.03 per
diluted share, on contract revenues of $36,810,000 for the quarter ended March
31, 2004, compared to net income of $587,000 or $.04 per diluted share on
contract revenues of $35,073,000 for the quarter ended March 31, 2003. For the
six months ended March 31, 2004, the Company incurred a net loss of ($1,442,000)
or $(.10) per diluted share, on contract revenues of $72,135,000 compared to net
income of $1,537,000 or $.11 per diluted share, on contract revenues of
$64,914,000 for the six months ended March 31, 2003.
FOR THE THREE MONTHS ENDED MARCH 31,
2004 2003
----------- -----------
Contract Revenues $36,810,000 $35,073,000
=========== ===========
Income before Income Taxes 2,235,000 1,428,000
Provision for Income Taxes (1,773,000) (841,000)
----------- -----------
Net Income 462,000 587,000
=========== ===========
Earnings per Common Share -
Basic .03 .04
Diluted .03 .04
Weighted Average Shares
Outstanding -
Basic 13,855,000 13,845,000
Diluted 14,019,000 13,900,000
FOR THE SIX MONTHS ENDED MARCH 31,
2004 2003
----------- -----------
Contract Revenues $72,135,000 $64,914,000
=========== ===========
Income before Income Taxes 2,171,000 3,802,000
Provision for Income Taxes (3,613,000) (2,265,000)
----------- -----------
Net Income (1,442,000) 1,537,000
=========== ============
Earnings per Common Share -
Basic (.10) .11
Diluted (.10) .11
Weighted Average Shares
Outstanding -
Basic 13,855,000 13,846,000
Diluted 13,855,000 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 Six Months Ended
March 31, March 31,
------------------------- ------------------------
2004 2003 2004 2003
------ ----- ----- -----
(Unaudited) (Unaudited)
REVENUES:
Contract drilling $36,810 $ 35,073 $72,135 $ 64,914
------- -------- -------- --------
COSTS AND EXPENSES:
Contract drilling 21,414 24,114 43,947 43,459
Depreciation 7,847 5,850 15,689 11,242
General and administrative 2,987 3,119 5,675 5,799
------- ------- ------- --------
32,248 33,083 65,311 60,500
------- -------- ------- --------
OPERATING INCOME 4,562 1,990 6,824 4,414
------- -------- ------- --------
OTHER INCOME (EXPENSE)
Interest expense (2,334) (598) (4,668) (711)
Interest income 7 36 15 99
------- -------- ------- --------
(2,327) (562) (4,653) (612)
------- -------- ------- --------
INCOME BEFORE INCOME TAXES 2,235 1,428 2,171 3,802
PROVISION FOR INCOME TAXES 1,773 841 3,613 2,265
------- -------- ------- --------
NET INCOME $ 462 $ 587 $(1,442) $ 1,537
======== ======== ======= ========
EARNINGS PER SHARE
Basic $ .03 $ .04 $ (.10) $ .11
Dilute $ .03 $ .04 $ (.10) $ .11
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic 13,855 13,845 13,855 13,846
Diluted 14,019 13,900 13,855 13,903
EXHIBIT 99.3
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ANALYSIS OF CONTRACT REVENUES
AND DRILLING COSTS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2004
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
-------- ----------
(In Millions)
ATWOOD FALCON $ 7.8 $ 3.8
VICKSBURG 6.3 2.2
ATWOOD HUNTER 5.8 2.9
BEACON 4.7 2.3
SEAHAWK 4.3 2.1
ATWOOD EAGLE 3.3 3.0
RICHMOND 2.3 2.0
ATWOOD SOUTHERN CROSS 1.8 2.4
OTHER 0.5 0.7
----- -----
$36.8 $21.4
===== =====
FOR THE SIX MONTHS ENDED MARCH 31, 2004
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
-------- --------
(In Millions)
ATWOOD FALCON $13.8 $ 6.2
VICKSBURG 12.2 4.4
SEAHAWK 9.5 4.2
BEACON 9.1 4.5
ATWOOD HUNTER 8.4 5.8
ATWOOD EAGLE 8.0 6.8
ATWOOD SOUTHERN CROSS 5.6 6.8
RICHMOND 4.5 3.9
OTHER 1.0 1.3
----- -----
$72.1 $43.9
===== =====
EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
Mar. 31, 2004 SEP. 30, 2003
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $10,369 $21,551
Accounts receivable 32,710 30,864
Income tax receivable 3,278 3,278
Inventories of materials and supplies
at lower of average cost or market 12,359 12,583
Deferred tax assets 550 550
Prepaid expenses and other 8,280 7,186
-------- --------
Total Current Assets 67,546 76,012
-------- --------
PROPERTY AND EQUIPMENT:
Drilling vessels, equipment and drill pipe 631,540 629,167
Other 9,079 9,072
-------- --------
640,619 638,239
Less-accumulated depreciation 210,795 195,137
-------- --------
Net Property and Equipment 429,824 443,102
-------- --------
DEFERRED COSTS AND OTHER ASSETS 4,032 3,560
-------- --------
$501,402 $522,674
======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable $30,000 $24,000
Accounts payable 4,184 10,403
Accrued liabilities 8,326 8,851
Deferred credits 6,307 6,695
-------- --------
Total Current Liabilities 48,817 49,949
-------- --------
LONG-TERM NOTES PAYABLE,
net of current maturities: 163,000 181,000
-------- --------
163,000 181,000
-------- --------
OTHER LONG TERM LIABILITIES
Deferred income taxes 20,468 21,217
Deferred credits and other 7,041 7,041
-------- --------
27,509 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 13,857 13,851
Paid-in capital 57,449 57,404
Retained earnings 190,770 192,212
-------- --------
Total Shareholders' Equity 262,076 263,467
-------- --------
$501,402 $522,674
======== ========
EXHIBIT 99.5
ATWOOD OCEANICS, INC. AND SUBSIDIARIESATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONTRACT STATUS SUMMARY
AT APRIL 28, 2004
NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS
----------------- -------- ------------------ --------------------------
SEMISUBMERSIBLES -
-------------------
ATWOOD FALCON JAPAN JAPAN ENERGY DEVELOPMENT The rig is currently drilling the last well under its
CO. LTD. ("JED") two well contract with for JED. The drilling of the
second well should be complete in May 2004.
Immediately upon completing the JED contract, the rig
will be moved to China to drill one well for Husky Oil
China Ltd. Additional work is currently being pursued
in Southeast Asia to follow the Husky well.
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 APACHE ENERGY LIMITED The rig is currently drilling a program for BHP which
("APACHE") AND now includes three firm wells after BHP exercised the
BHP BILLITON PETROLEUM first of three option wells. The drilling of these
PTY. LTD. ("BHP") three firm wells should take approximately 75 days to
complete.
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 June 29, 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. ("MURPHY") program which includes the drilling of two firm wells
plus options to drill an additional four wells.
Drilling of the two firm wells is expected to take 45
to 60 days to complete and if all option wells are
drilled, the drilling program could extend from around
150 to 180 days.
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 MALAYSIA EXXONMOBIL EXPLORATION & In October 2002, the rig commenced a drilling program
PRODUCTION MALAYSIA INC. (with an option by EMEPMI for one additional year).
("EMEPMI") The current contract will be suspended upon completion
of drilling on the current platform (estimated to be
early to mid May 2004). Immediately upon completing
its current drilling program, the rig will be moved to
Thailand to commence a drilling program for Chevron
Offshore (Thailand) Limited. 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. The
EMEPMI drilling commitment will include the estimated
five months suspension period plus an additional
twelve months, for a total of seventeen months
commencing in November 2004. EMEPMI retains it right
to terminate the contract with at least 120 days
notice.
ATWOOD BEACON MALAYSIA PETRONAS CARIGALI SDN. The rig is drilling the sixth of eight wells for
BHD. ("PETRONAS") Petronas. This drilling program is expected to take
until June 2004 to complete. Contract opportunities
for additional work following completion of the
Petronas contract are being pursued in Malaysia as
well as other areas outside of Malaysia.
SUBMERSIBLE -
--------------
RICHMOND UNITED STATES BOIS D'ARC OFFSHORE LTD. In late March 2004, the rig commenced a drilling
GULF OF MEXICO ("BOIS") program for Bois which is expected to take
approximately 90 days to complete. Immediately upon
completion of the Bois contract, the rig will commence
a drilling program for Helis Oil & Gas Company, L.L.C.
which includes the drilling of four firm wells plus
options to drill four additional wells. The drilling
of the four firm wells is expected to take around 120
to 150 days to complete and if all four option wells
are drilled, the contract could extend for around 240
to 300 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.