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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: November 18, 2003
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 NOVEMBER 18, 2003
EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
MONTHS AND YEAR ENDED SEPTEMBER 30, 2003 AND 2002
EXHIBIT 99.3 ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR
THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2003
EXHIBIT 99.4 CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30,
2003 AND 2002
EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT NOVEMBER 18, 2003
ITEM 9. REGULATION FD DISCLOSURE
ON NOVEMBER 18, 2003, THE COMPANY ANNOUNCED ITS EARNINGS FOR THE FISCAL
YEAR AND FOURTH QUARTER ENDED SEPTEMBER 30, 2003. 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 YEAR ENDED SEPTEMBER 30, 2003
AND 2002, AN ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE THREE
MONTHS AND YEAR ENDED SEPTEMBER 30, 2003, CONSOLIDATED CONDENSED BALANCE SHEETS
AT SEPTEMBER 30, 2003 AND 2002 AND CONTRACT STATUS SUMMARY AT NOVEMBER 18, 2003
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 upgrades to the Company's rigs; competition;
operating risks; risks involved in foreign operations, risks associated with
possible disruptions in operations due to terrorism; 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, 2002, 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: 18 November 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated November 18, 2003
99.2 Consolidated Statements of Operations for the three months and year
ended September 30, 2003 and 2002
99.3 Analysis of Contract Revenues and Drilling Costs for the three months
and year ended September 30, 2003
99.4 Consolidated Condensed Balance Sheets at September 30, 2003 and 2002
99.5 Contract Status Summary at November 18, 2003
EXHIBIT 99.1
Houston, Texas
18 November 2003
FOR IMMEDIATE RELEASE
ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor,
announced today that the Company and its subsidiaries reported net loss of USD
(12,802,000), or USD (.92) per diluted share, on contract revenues of USD
144,766,000, for the fiscal year ended September 30, 2003, compared to net
income of USD 28,285,000, or USD 2.02 per diluted share, on contract revenues of
USD 149,157,000, for the fiscal year ended September 30, 2002. For the fourth
quarter ended September 30, 2003, the Company recorded a net loss of USD
(14,257,000) or USD (1.03) per diluted share, on contract revenues of USD
38,005,000 compared to a net income of USD 7,165,000 or USD .51 per diluted
share, on contract revenues of USD 30,781,000 for the fourth quarter of fiscal
2002.
The Company's current tax provision for the quarter and year ended
September 30, 2003 virtually all relates to taxes in foreign jurisdictions, with
the Company not incurring taxable income in the United States necessary to
utilize foreign tax credits. Due to the low level of earnings in the US, in
addition to losses in certain nontaxable jurisdictions the Company's effective
tax for fiscal year 2003 significantly exceeds the US statutory rate.
Further, the Company has recently determined that after reassessing certain
tax planning strategies in conjunction with the Company's major reorganization
of its foreign subsidiaries and the assets of those subsidiaries undertaken in
fiscal year 2003, the Company should book deferred foreign tax liabilities
relating to Australian and Malaysian taxes of $5.9 million. This deferred tax
expense has no cash effect on the Company; however, the loss for the quarter and
for fiscal year 2003 increased by approximately $.40 per share.
Compared figures are as follows:
FOR THE YEAR ENDED SEPTEMBER 30: 2003 2002
--------------------------------- ---- ----
CONTRACT REVENUES USD 144,766,000 USD 149,157,000
INCOME BEFORE INCOME TAXES 38,777,000
NET INCOME (LOSS) 1,636,000 28,285,000
EARNINGS (LOSS) PER COMMON SHARE - (12,802,000)
BASIC 2.04
DILUTED (.92) 2.02
(.92)
AVERAGE COMMON SHARES OUTSTANDING -
BASIC 13,839,000
DILUTED 13,846,000 13,994,000
13,846,000
FOR THE QUARTER ENDED SEPTEMBER 30: 2003 2002
----------------------------------- ---- ----
CONTRACT REVENUES USD 38,005,000 USD 30,781,000
INCOME (LOSS) BEFORE INCOME TAXES (4,373,000) 6,501,000
NET INCOME (LOSS) (14,257,000) 7,165,000
EARNINGS (LOSS) PER COMMON SHARE -
BASIC (1.03) .52
DILUTED (1.03) .51
WEIGHTED COMMON SHARES OUTSTANDING -
BASIC 13,848,000 13,845,000
DILUTED 13,848,000 13,928,000
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 Year Ended
September 30, September 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
REVENUES
Contract drilling $ 38,005 $ 30,781 $144,766 $149,157
-------- -------- -------- --------
COSTS AND EXPENSES
Contract drilling 27,407 16,176 98,501 75,088
Depreciation 7,733 5,381 25,758 23,882
General and administrative 5,193 2,580 14,015 10,080
-------- -------- -------- --------
40,333 24,137 138,274 109,050
-------- -------- -------- --------
OPERATING INCOME (LOSS) (2,328) 6,644 6,492 40,107
OTHER INCOME (EXPENSE)
Interest expense (2,064) (271) (5,014) (1,658)
Investment income 19 128 158 328
-------- -------- -------- ---------
(2,045) (143) (4,856) (1,330)
-------- -------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES (4,373) 6,501 1,636 38,777
PROVISION (BENEFIT) FOR INCOME TAXES
(Note 1 and 2) 9,884 (664) 14,438 10,492
-------- ------- -------- --------
NET INCOME (LOSS) $ (14,257) $ 7,165 $ (12,802) $ 28,285
======== ======= ========= ========
EARNINGS (LOSS) PER COMMON SHARE
Basic $ (1.03) $ 0.52 $ (0.92) $ 2.04
Diluted $ (1.03) $ 0.51 $ (0.92) $ 2.02
AVERAGE COMMON SHARES OUTSTANDING
Basic 13,848 13,845 13,846 13,839
Diluted 13,848 13,928 13,846 13,994
Notes -
1) The Company's current tax provision for the quarter and year
ended September 30, 2003 virtually all relates to taxes in foreign
jurisdictions, with the Company not incurring taxable income in the United
States necessary to utilize foreign tax credits. Due to the low level of
earnings in the US, in addition to losses in certain nontaxable jurisdictions
the Company's effective tax for fiscal year 2003 significantly exceeds the US
statutory rate.
Further, the Company has recently determined that after reassessing certain
tax planning strategies in conjunction with the Company's major reorganization
of its foreign subsidiaries and the assets of those subsidiaries undertaken in
fiscal year 2003, the Company should book deferred foreign tax liabilities
relating to Australian and Malaysian taxes of $5.9 million. This deferred tax
expense has no cash effect on the Company; however, the loss for the quarter and
for fiscal year 2003 increased by approximately $.40 per share.
2) Net income for the year and fourth quarter of fiscal 2002 was enhanced
by $2.3 milion from a foreign income tax credit benefit generated in the
quarter ended September 30, 2002.
EXHIBIT 99.3
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ANALYSIS OF CONTRACT DRILLING REVENUES
AND DRILLING COSTS
(Unaudited)
FOR THE QUARTER ENDED SEPTEMBER 30, 2003
----------------------------------------
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
-------- ---------
(In Millions)
ATWOOD EAGLE $ 9.2 $ 10.5
ATWOOD FALCON 7.0 3.2
VICKSBURG 6.4 2.3
SEAHAWK 5.9 2.1
ATWOOD BEACON 2.9 1.4
ATWOOD HUNTER 2.5 2.8
RICHMOND 2.0 1.9
ATWOOD SOUTHERN CROSS 1.6 2.5
OTHER 0.5 0.7
------ ------
$ 38.0 $ 27.4
====== ======
FOR THE YEAR ENDED SEPTEMBER 30, 2003
-------------------------------------
CONTRACT CONTRACT
DRILLING DRILLING
REVENUES COSTS
-------- --------
(In Millions)
ATWOOD FALCON $ 32.4 $ 18.7
VICKSBURG 25.0 9.3
SEAHAWK 22.8 9.7
ATWOOD EAGLE 19.8 19.4
ATWOOD HUNTER 17.2 12.9
ATWOOD SOUTHERN CROSS 14.5 14.4
RICHMOND 8.3 8.2
ATWOOD BEACON 3.0 1.4
OTHER 1.8 4.5
------- ------
$ 144.8 $ 98.5
======= ======
EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
SEPTEMBER 30,
------------------------
2003 2002
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 20,391 $ 27,055
Other current assets 51,791 44,758
--------- ---------
Total Current Assets 72,182 71,813
NET PROPERTY AND EQUIPMENT 442,659 368,397
DEFERRED COSTS AND OTHER ASSETS 4,805 4,320
--------- ---------
$ 519,646 $ 444,530
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES (includes $24 million
of current maturities of
long-term notes payable in 2003) $ 40,504 $ 24,416
LONG-TERM NOTES PAYABLE, net of
current maturities 181,000 115,000
DEFERRED CREDITS 34,757 28,981
SHAREHOLDERS' EQUITY 263,385 276,133
--------- ---------
$ 519,646 $ 444,530
========= =========
EXHIBIT 99.5
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONTRACT STATUS SUMMARY
AT NOVEMBER 18, 2003
NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS
----------- -------- ----------- ----------------
SEMISUBMERSIBLES -
--------------------
ATWOOD FALCON MALAYSIA SARAWAK SHELL ("SHELL") The rig is currently working under a drilling
program in Malaysia to drill one well for Shell.
The drilling of this well is estimated to take
until mid-December 2003 to complete. Following
completion of its work in Malaysia, the rig will
be moved to Japan to drill two wells estimated to
take 100 to 120 days to complete.
ATWOOD HUNTER MOBILIZING TO MP ZARAT The rig is currently mobilizing to Tunisia to
TUNISIA commence a one-well drilling program for MP Zarat
around mid-November 2003. The one well is
expected to take 20 to 25 days to complete.
Future contract opportunities for additional work
are being pursued in the Mediterranean area, as
well as areas outside of the Mediterranean.
ATWOOD EAGLE ANGOLA CNR RANGER (ANGOLA) In early October 2003, the rig commenced a
LIMITED ("CNR") one-well drilling program for CNR, which is
expected to be completed in late November to
mid-December 2003. Contract opportunities for
additional work in Angola and other areas of the
world are being pursued.
SEAHAWK MALAYSIA EXXONMOBIL EXPLORATION & The rig's current contract terminates in December
PRODUCTION MALAYSIA 2004, with an option for the Operator to extend.
INC. ("EMEPMI") EMEPMI has the right to terminate the contract
after the completion of the first six months of
the extension period (which commences in December
2003) with 120 days written notice.
ATWOOD SOUTHERN CROSS MOBILIZING TO CAIRN ENERGY INDIA PTY. The rig is currently being mobilized to India to
INDIA LIMITED ("CAIRN") commence, in early December 2003, a one-well plus
two-options drilling program for Cairn. The one
firm well is expected to take 60 days to complete
and, if the two options are exercised, an
additional 80 days could be added to the drilling
program. Contract opportunities for additional
work in India, as well as other areas of Southeast
Asia are being pursued.
SEASCOUT UNITED STATES The SEASCOUT was purchased in December 2000 for
GULF OF MEXICO future conversion to a tender-assist unit, similar
to the SEAHAWK, once an acceptable contract
opportunity is secured. The rig is currently
coldstacked.
CANTILEVER JACK-UPS -
---------------------
VICKSBURG MALAYSIA EXXONMOBIL EXPLORATION & In October 2002, the rig commenced a two-year
PRODUCTION MALAYSIA INC. drilling program (with an option by EMEPMI for one
("EMEPMI") additional year), with EMEPMI having the right to
terminate the drilling program after one year with
at least 120 days notice period.
ATWOOD BEACON MALAYSIA MURPHY SARAWAK OIL In early August 2003, the rig commenced working
COMPANY, LTD. ("MURPHY") under a contract with Murphy which provided for
the drilling of three firm wells plus options to
drill five additional wells off the coast of
Malaysia. Murphy has now exercised its option to
extend the contract for the additional five
wells. It should take until February/March 2004
to complete the drilling of the eight wells.
Contract opportunities for additional work
following completion of the Murphy contract are
being pursued in Malaysia as well as other areas
outside of Malaysia.
SUBMERSIBLE -
---------------
RICHMOND UNITED STATES UNION OIL COMPANY OF In September 2003, the rig commenced a two-well
GULF OF MEXICO CALIFORNIA ("UNOCAL") plus one option well contract for UNOCAL. UNOCAL
has exercised the option well and in addition, has
awarded the rig two more firm wells; thus,
providing for a total of five wells to be drilled
under the contract. It should take until around
February 2004 to complete the drilling of the five
wells.
MODULAR PLATFORMS -
--------------------
GOODWYN 'A' / AUSTRALIA WOODSIDE ENERGY LTD. There is currently an indefinite planned break in
NORTH 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.