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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: November 16, 2004
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
____________
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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Page 1
ITEM 7. EXHIBITS
EXHIBIT 99.1 PRESS RELEASE DATED NOVEMBER 16, 2004
EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS
AND YEAR ENDED SEPTEMBER 30, 2004 AND 2003
EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR
THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2004
EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2004 AND
SEPTEMBER 30, 2003
EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT NOVEMBER 16, 2004
ITEM 9. REGULATION FD DISCLOSURE
On November 16, 2004, the Company announced its earnings for the Fiscal
Year and Fourth Quarter ended September 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 FALCON continues to work under its drilling contract with
Sarawak Shell Berhad ("Shell"). This contract is expected to extend into
February 2005. Immediately upon completion of the Shell contract, the rig will
be moved to Japan to commence a drilling program for Japan Energy Development
Co., Ltd. ("Japan") which now includes two firm wells after Japan exercised its
one option well. The Japan drilling program could take until approximately
August 2005 to complete.
The ATWOOD HUNTER continues to work under its drilling contract with
Burullus Gas Co., ("Burullus"). The initial contract with Burullus included the
drilling of ten (10) firm wells and options to drill six additional wells.
Burullus has now exercised options to drill all six of these additional wells.
The dayrate for all wells drilled will be $62,400. This contract is expected to
extend into approximately September 2005.
The SEAHAWK has completed its minor modifications and equipment change-out
at the Kemanan Supply Base, Malaysia and has commenced its two well drilling
program for Sarawak Shell Berhad ("Shell"). This drilling program is expected to
extend into late January 2005. Additional work, following the Shell contract, is
being pursued in Southeast Asia as well as other areas of the world.
Additional information with respect to the Company's Consolidated
Statements of Operations for the three months and year ended September 30, 2004
and 2003, an analysis of Contract Revenues and Drilling Costs for the three
months and year ended September 30, 2004, Consolidated Balance Sheets at
September 30, 2004 and 2003 and Contract Status Summary at November 16, 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.
Page 2
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.
Page 3
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: November 16, 2004
Page 4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated November 16, 2004
99.2 Consolidated Statements of Operations for
the Three Months and Year ended September 30, 2004 and 2003
99.3 Analysis of Contract Revenues and Drilling Costs for the
Three Months and Year ended September 30, 2004
99.4 Consolidated Balance Sheets at September 30, 2004 and
September 30, 2003
99.5 Contract Status Summary at November 16, 2004
Page 5
EXHIBIT 99.1
Houston, Texas
16 November 2004
FOR IMMEDIATE RELEASE
Atwood Oceanics, Inc., Houston-based International Drilling Contractor,
announced today that the Company earned net income of $3,344,000 or $.24
per diluted share, on revenues of $42,933,000 for the quarter ended
September 30, 2004, compared to a net loss of ($14,257,000) or ($1.03) per
diluted share on revenues of $38,004,000 for the quarter ended September
30, 2003. For the twelve months ended September 30, 2004, the Company
earned net income of $7,587,000 or $.54 per diluted share, on revenues of
$163,454,000 compared to a net loss of ($12,802,000) or ($.92) per diluted
share, on revenues of $144,765,000 for the twelve months ended September
30, 2003.
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2004 2003
------------ ------------
(unaudited)
Contract Revenues $42,933,000 $ 38,004,000
=========== ===========
Income (Loss) before Income Taxes 1,642,000 (4,373,000)
Provision (Benefit) for Income Taxes ( 1,702,000) 9,884,000
----------- -----------
Net Income (Loss) 3,344,000 (14,257,000)
=========== ===========
Earnings (Loss) per Common Share -
Basic .24 (1.03)
Diluted .24 (1.03)
Weighted Average Shares
Outstanding -
Basic 13,869,000 13,848,000
Diluted 14,139,000 13,848,000
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30,
2004 2003
------------ ------------
(unaudited)
Contract Revenues $163,454,000 $144,765,000
============= ============
Income before Income Taxes 12,402,000 1,636,000
Provision for Income Taxes 4,815,000 (14,438,000)
------------ ------------
Net Income (Loss) 7,587,000 (12,802,000)
============ ============
Earnings (Loss) per Common Share -
Basic .55 (.92)
Diluted .54 (.92)
Weighted Average Shares
Outstanding -
Basic 13,859,000 13,846,000
Diluted 14,032,000 13,846,000
Contact: Jim Holland
(281) 749-7804
Page 6
EXHIBIT 99.2
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended Twelve Months Ended
------------------------------ ---------------------------
September 30, September 30,
2004 2003 2004 2003
---- ---- ---- ----
(Unaudited) (Unaudited)
REVENUES:
Contract drilling $40,553 $38,004 $161,074 $144,765
Business interruption proceeds 2,380 0 2,380 0
------- ------- -------- --------
$42,933 $38,004 $163,454 $144,765
------- ------- -------- --------
COSTS AND EXPENSES:
Contract drilling 28,417 27,406 98,936 98,500
Depreciation 7,995 7,733 31,582 25,758
General and administrative 2,706 5,193 11,389 14,015
------- ------- -------- --------
39,118 40,332 141,907 138,273
------- ------- -------- --------
OPERATING INCOME 3,815 (2,328) 21,547 6,492
------- ------- -------- --------
OTHER INCOME (EXPENSE)
Interest expense (2,204) (2,064) (9,202) (5,014)
Interest income 31 19 57 158
------ ------ ------ ------
(2,173) (2,045) (9,145) (4,856)
------ ------ ------ ------
INCOME BEFORE INCOME TAXES 1,642 (4,373) 12,402 1,636
PROVISION (BENEFIT) FOR INCOME TAXES (1,702) 9,884 4,815 14,438
------ -------- ------ --------
NET INCOME (LOSS) $3,344 ($14,257) $7,587 ($12,802)
====== ======== ====== ========
EARNINGS (LOSS) PER SHARE
Basic $0.24 ($1.03) $0.55 ($0.92)
Diluted $0.24 ($1.03) $0.54 ($0.92)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic 13,869 13,848 13,859 13,846
Diluted 14,139 13,848 14,032 13,846
Page 7
EXHIBIT 99.3
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ANALYSIS OF CONTRACT REVENUES
AND DRILLING COSTS
(Unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
---------- ------------
(In Millions)
ATWOOD BEACON $5.5 $3.4
ATWOOD EAGLE 10.5 6.6
ATWOOD FALCON 4.4 5.3
ATWOOD HUNTER 5.3 3.0
ATWOOD SOUTHERN CROSS 3.4 2.7
RICHMOND 2.6 2.0
SEAHAWK 4.6 2.7
VICKSBURG 6.1 1.8
OTHER 0.5 0.9
----- -----
$42.9 $28.4
===== =====
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2004
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
------------- ------------
(In Millions)
ATWOOD BEACON $20.7 $10.2
ATWOOD EAGLE 30.4 20.7
ATWOOD FALCON 26.0 15.1
ATWOOD HUNTER 19.4 12.0
ATWOOD SOUTHERN CROSS 12.5 12.3
RICHMOND 9.6 7.9
SEAHAWK 18.6 9.0
VICKSBURG 24.3 8.3
OTHER 2.0 3.4
------ -----
$163.5 $98.9
====== =====
Page 8
EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
Sep. 30, 2004 SEP. 30, 2003
------------- -------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $16,416 $21,551
Accounts receivable 32,475 30,864
Insurance receivable 25,433 0
Income tax receivable 0 3,278
Inventories of materials and supplies
at lower of average cost or market 12,648 12,583
Deferred tax assets 290 550
Prepaid expenses and other 5,704 7,186
--------------------- ---------------------
Total Current Assets 92,966 76,012
--------------------- ---------------------
PROPERTY AND EQUIPMENT:
Drilling vessels, equipment and drill pipe 618,824 629,167
Other 7,635 9,072
--------------------- ---------------------
626,459 638,239
Less-accumulated depreciation 225,318 195,137
--------------------- ---------------------
Net Property and Equipment 401,141 443,102
--------------------- ---------------------
DEFERRED COSTS AND OTHER ASSETS 4,829 3,560
--------------------- ---------------------
$498,936 $522,674
===================== =====================
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable $36,000 $24,000
Accounts payable 9,398 10,403
Accrued liabilities 13,822 8,851
Deferred credits 833 6,695
--------------------- ---------------------
Total Current Liabilities 60,053 49,949
--------------------- ---------------------
LONG-TERM NOTES PAYABLE,
net of current maturities: 145,000 181,000
--------------------- ---------------------
145,000 181,000
--------------------- ---------------------
OTHER LONG TERM LIABILITIES
Deferred income taxes 18,930 21,217
Deferred credits and other 3,364 7,041
--------------------- ---------------------
22,294 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 13,883,000 issued and outstanding 13,883 13,851
Paid-in capital 57,907 57,404
Retained earnings 199,799 192,212
--------------------- ---------------------
Total Shareholders' Equity 271,589 263,467
--------------------- ---------------------
$498,936 $522,674
===================== =====================
Page 9
EXHIBIT 99.5
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONTRACT STATUS SUMMARY
AT NOVEMBER 16, 2004
NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS
----------- -------- -------- ---------------
SEMISUBMERSIBLES -
ATWOOD FALCON MALAYSIA SARAWAK SHELL BERHAD The rig continues to work under the Shell contract
("SHELL") with the rig currently drilling the second of now four
firm wells after Shell exercised one of its two
options provided under the contract. This contract is
currently anticipated to extend into February 2005.
One option remains under the Shell contract.
Immediately upon completion of the Shell contract, the
rig will be move to Japan to commence a two-firm well
program for Japan Energy Development Co., Ltd. The
drilling of these two wells could take until
approximately August 2005 to complete.
ATWOOD HUNTER EGYPT BURULLUS GAS CO. On December 31, 2003, the rig commenced a drilling
("BURULLUS") program for Burullus which after the exercise of all
six options will be a drilling program totaling
sixteen wells. The drilling of all sixteen wells is
expected to take until approximately September 2005 to
complete.
ATWOOD EAGLE AUSTRALIA WOODSIDE ENERGY, LTD. The rig has commenced drilling the second of three
("WOODSIDE") firm wells for Woodside. The current Woodside
drilling program is expected to take until the end of
November 2004 to complete. BHP Billiton Petroleum
Pty. ("BHP"), the rig's prior customer, was previously
granted three option wells which can be drilled after
the completion of the Woodside contract and are
subject to mutual agreement on timing. BHP has now
exercised one of their three options, with the
drilling of this well to commence immediately after
the completion of the Woodside program and is expected
to take approximately 30 days to complete. BHP
retains the right to drill two option wells using the
rig. The rig has been awarded additional work under
its current contract with Woodside to drill three firm
wells with option to drill three additional wells off
the coast of Australia. The drilling of the three
firm wells is expected to take approximate four months
to complete, and if all the option wells are drilled,
the contract could extend into September 2005. The
rigs current drilling commitments with Woodside and
BHP are expected to be completed around January 15,
2005. The additional work with Woodside will not
commence until February 15, 2005.
SEAHAWK MALAYSIA SARAWAK SHELL BERHAD The rig has completed its modifications and equipment
("SHELL") change-out at the Kemanan Supply Base, Malaysia and
has commenced its two well drilling program for
Shell. The drilling program is expected to extend
into late January 2005. Additional work, following
the Shell contract, is being pursued in Southeast Asia
as well as other areas of the world.
Page 10
ATWOOD SOUTHERN CROSS MALAYSIA MURPHY SARAWAK OIL The rig continues to work under the Murphy contract
COMPANY, LTD. ("MURPHY") with the rig currently drilling the fourth of now five
firm wells with Murphy relinquishing its last option.
This contract is currently anticipated to extend into
December 2004. 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. The Daewoo work will commence
immediately after completing the Murphy program, and
is expected to take 90 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 MALAYSIA EXXONMOBIL EXPLORATION & In May 2004, the rig's contract with EMEPMI was
PRODUCTION MALAYSIA INC. suspended and the rig moved to Thailand to commence a
("EMEPMI") drilling program for Chevron Offshore (Thailand)
Limited. This program has now been completed. The
rig has been relocated back to Malaysia and the EMEPMI
contract reinstated. The EMEPMI drilling commitment
includes the five months that the contract was
suspended plus an extension of twelve months, for a
total of seventeen months commencing in October 2004.
EMEPMI retains its right to terminate the contract by
providing 120 days notice.
ATWOOD BEACON UNDER REPAIR AT The process of repairing the damage incurred by the
A SINGAPORE ATWOOD BEACON on July 25, 2004 continues on schedule.
SHIPYARD The rig is expected to return to service in January
2005. The ATWOOD BEACON has been awarded a contract
by HOANG LONG and HOAN VU Joint Operating Companies to
drill three firm wells, with options to drill three
additional wells, offshore Vietnam. The three firm
wells have a combined expected duration of 200 days
and if all option wells are drilled, the program could
extend for another 200 days. The drilling of this
program must commence between January 15, 2005 and
April 15, 2005.
SUBMERSIBLE -
-------------
RICHMOND UNITED STATES APPLIED DRILLING The rig is currently drilling a third well for ADTI
GULF OF MEXICO TECHNOLOGY INC. ("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
retaining one option to drill two additional wells.
The drilling of the three remaining firm wells is
expected to take until February/March 2005 to complete
and if the option wells are drilled, the contract
could extend to June/July 2005.
Page 11
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.
Page 12