-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdEe8/kIYz6uhBOaw+VIJcd5q1V6wVyma7Rk3fXu+fmi+AYwZmvn9zgP/lJP3ukx s38xkoXmbb65bOezwvKxzA== 0000008411-07-000106.txt : 20070807 0000008411-07-000106.hdr.sgml : 20070807 20070807171246 ACCESSION NUMBER: 0000008411-07-000106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070807 DATE AS OF CHANGE: 20070807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATWOOD OCEANICS INC CENTRAL INDEX KEY: 0000008411 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 741611874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13167 FILM NUMBER: 071032468 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817497845 MAIL ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 8-K 1 f8kaug82007.txt - --------------------------------------------------------------------- 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: August 7, 2007 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-13167 TEXAS (State or other jurisdiction of incorporation or organization) 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)) =============================================================================== -1- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 7, 2007, the Company announced its earnings for the Fiscal Year 2007 Third Quarter ended June 30, 2007. 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, 2007 and 2006 and an analysis of revenues and contract drilling costs for the three months and nine months ended June 30, 2007 are attached hereto as Exhibits 99.2 and 99.3, 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 Additional information with respect to the Company's Fleet Status Report at August 7, 2007 is attached hereto as Exhibit 99.4. Such information is being furnished under Regulation FD and should not be deemed to be filed under Section 18 of the Exchange Act. As noted in the attached Fleet Status Report, the VICKSBURG incurred two (2) days of zero rate time in July 2007 related to required inspections which reduced revenues by approximately $300,000. The ATWOOD SOUTHERN CROSS is expected to incur eight (8) to ten (10) days of zero rate time during the fourth quarter of fiscal year 2007 which would reduce revenues by $2.3 million to $2.9 million. The ATWOOD HUNTER could also incur three (3) to five (5) zero rate days during the fourth quarter of fiscal year 2007 for some planned maintenance which, if incurred, would reduce revenues by $700,000 to $1.2 million. The ATWOOD SOUTHERN CROSS continues to work for Turkiye Petrolleri A.O. ("TPAO") under a drilling program which now consists of the drilling of three (3) wells at a dayrate of $290,000 which should be completed by late October 2007 or early November 2007. The rig will then move back to Bulgaria to drill three (3) wells for Melrose at dayrates of $145,000 for the first two (2) wells and $380,000 for the last well. This program should be completed by late January 2008 to early February 2008. The rig will then return to TPAO to drill one (1) well at a dayrate of $320,000, which would have the rig completing its drilling commitments in the Black Sea during February/March 2008. As noted in the attached Fleet Status Report, the following rigs could incur some planned zero rate downtime days during fiscal year 2008; ATWOOD EAGLE - ten (10) to fourteen (14) days during the first or second quarter for required regulatory inspections. ATWOOD HUNTER - fifteen (15) to twenty (20) days depending upon the rig's drilling schedule sometime between December 2007 and August 2008 for certain equipment upgrades. ATWOOD SOUTHERN CROSS - two (2) to five (5) days during the second quarter of fiscal year 2008 for certain maintenance work. RICHMOND - thirty (30) to sixty (60) days during the first quarter of fiscal year 2008 for a life enhancing upgrades which, if performed, could cost $12 million to $15 million and extend the life of the rig seven years from January 2008. -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 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, 2006, filed with the Securities and Exchange Commission. ITEM 9.01 EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 7, 2007 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2007 AND 2006 EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2007 EXHIBIT 99.4 FLEET STATUS REPORT AT AUGUST 7, 2007 -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: August 7, 2007 -4- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated August 7, 2007 99.2 Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2007 and 2006 99.3 Analysis of Revenues and Drilling Costs for the Three Months and Nine Months ended June 30, 2007 99.4 Fleet Status Report at August 7, 2007 -5- EX-99 2 exh991.txt EXHIBIT 99.1 Houston, Texas 7 August 2007 FOR IMMEDIATE RELEASE ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor, announced today that the Company earned net income of $32,033,000 or $1.00 per diluted share, on revenues of $98,371,000 for the quarter ended June 30, 2007, compared to net income of $32,791,000 or $1.04 per diluted share, on revenues of $71,865,000 for the quarter ended June 30, 2006. For the nine months ended June 30, 2007, the Company earned net income of $84,875,000 or $2.68 per diluted share, on revenues of $281,433,000 compared to net income of $62,943,000 or $2.00 per diluted share, on revenues of $194,808,000 for the nine months ended June 30, 2006. Earning results for the three months and nine months ended June 30, 2006 included the recognition of $6.4 million of tax benefits which increased diluted earnings per share by $0.20 for both periods. FOR THE THREE MONTHS ENDED JUNE 30, 2007 2006 ------------ ------------- Revenues $ 98,371,000 $ 71,865,000 Income before Income Taxes 36,569,000 28,606,000 (Provision) benefit for Income Taxes (4,536,000) 4,185,000 Net Income 32,033,000 32,791,000 Earnings per Common Share - Basic 1.02 1.06 Diluted 1.00 1.04 Weighted Average Shares Outstanding - Basic 31,491,000 31,037,000 Diluted 31,964,000 31,580,000 FOR THE NINE MONTHS ENDED JUNE 30, 2007 2006 -------------- ------------------ Revenues $ 281,433,000 $ 194,808,000 Income before Income Taxes 98,650,000 63,951,000 Provision for Income Taxes (13,775,000) (1,008,000) Net Income 84,875,000 62,943,000 Earnings per Common Share - Basic 2.72 2.04 Diluted 2.68 2.00 Weighted Average Shares Outstanding - Basic 31,233,000 30,900,000 Diluted 31,718,000 31,411,000 Contact: Jim Holland (281) 749-7804 EX-99 3 exh992.txt EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Nine Months Ended June 30, June 30, ------------------------ ------------------------ 2007 2006 2007 2006 ---- ---- ---- ---- REVENUES: Contract drilling $ 98,371 $ 71,865 $ 278,875 $ 194,808 Business interruption proceeds - - 2,558 - -------- -------- --------- --------- 98,371 71,865 281,433 194,808 -------- -------- --------- --------- COSTS AND EXPENSES: Contract drilling 47,484 32,136 140,211 103,176 Depreciation 8,438 6,192 24,782 18,789 General and administrative 5,949 4,830 17,991 15,428 Gain on sale of equipment (157) (1,075) (341) (10,350) -------- -------- --------- --------- 61,714 42,083 182,643 127,043 -------- -------- --------- --------- OPERATING INCOME 36,657 29,782 98,790 67,765 -------- -------- --------- --------- OTHER INCOME (EXPENSE) Interest expense, net of capitalized interest (392) (1,435) (1,317) (4,642) Interest income 304 259 1,177 828 -------- -------- --------- --------- (88) (1,176) (140) (3,814) -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 36,569 28,606 98,650 63,951 PROVISION (BENEFIT) FOR INCOME TAXES 4,536 (4,185) 13,775 1,008 -------- -------- --------- --------- NET INCOME $32,033 $32,791 $84,875 $62,943 ======== ======== ========= ========= EARNINGS PER COMMON SHARE: Basic 1.02 1.06 2.72 2.04 Diluted 1.00 1.04 2.68 2.00 AVERAGE COMMON SHARES OUTSTANDING: Basic 31,491 31,037 31,233 30,900 Diluted 31,964 31,580 31,718 31,411
EX-99 4 exh993.txt EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED JUNE 30, 2007 CONTRACT DRILLING REVENUES COSTS ---------- ---------- (In Millions) ATWOOD HUNTER $ 21.6 $ 7.3 ATWOOD EAGLE 15.2 9.8 ATWOOD SOUTHERN CROSS 13.1 5.3 ATWOOD FALCON 12.8 4.8 ATWOOD BEACON 10.3 3.8 VICKSBURG 9.2 3.4 SEAHAWK 7.4 7.4 RICHMOND 7.3 3.4 AUSTRALIA MANAGEMENT CONTRACTS 1.5 1.0 OTHER - 1.3 ----- ----- 98.4 47.5 ===== ===== FOR THE NINE MONTHS ENDED JUNE 30, 2007 CONTRACT DRILLING REVENUES COSTS ---------- ----------- (In Millions) ATWOOD HUNTER $ 60.3 $ 19.1 ATWOOD EAGLE 43.7 26.2 ATWOOD SOUTHERN CROSS 36.5 14.9 ATWOOD FALCON 33.8 18.1 ATWOOD BEACON 29.3 11.3 VICKSBURG 26.2 10.1 SEAHAWK 23.3 21.1 RICHMOND 22.0 9.8 AUSTRALIA MANAGEMENT CONTRACTS 6.3 4.9 OTHER - 4.7 ------ ----- 281.4 140.2 ====== ===== EX-99 5 exh994.txt EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT AS OF AUGUST 7, 2007 As used herein, "we", "us", and "our" refers to Atwood Oceanics, Inc. and its subsidiaries, except where the context indicates otherwise. Statements contained in this Fleet Status Report, including information regarding our estimated rig availability, contract duration, future dayrates, future daily operating costs, future effective tax rates, customer or contract status 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: our dependence on the oil and gas industry; the risks involved in upgrade, repair and construction of our rigs; competition; operating risks; risks involved in foreign operations; risks associated with possible disruptions in operations due to terrorism; risks associated with a possible disruption in operations due to the war with Iraq and governmental regulations and environmental matters. A list of additional risk factors can be found in our annual report on Form 10-K for the year ended September 30, 2006, filed with the Securities and Exchange Commission. All information in this Fleet Status Report is as of the date indicated above. We undertake no duty to update the content of this Fleet Status Report or any forward-looking statement contained herein to conform the statement to actual results or to reflect changes in our expectations. CHANGES WILL BE HIGHLIGHTED IN YELLOW - ----------------------------------------------------------------------------------------------------------------------------------- UNAUDITED ESTIMATED ESTIMATED AVERAGE PER RIG RATED CONTRACT CONTRACT DAY OPERATING ADDITIONAL NAME WATER LOCATION CUSTOMER END DATE DAYRATE COSTS (NOT COMMENTS DEPTH INCLUDING TAX) FOR THE THREE MONTHS ENDED JUNE 30,2007/ MONTH ENDED JUNE 30, 2007 ONLY - ----------------------------------------------------------------------------------------------------------------------------------- SEMISUBMERSIBLES: - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD 5000' Australia BHP BILLITON FIRM WORK - 3 wells at $108,000/$100,000 Wells are EAGLE PETROLEUM PTY (4 wells) approximately subject to a ("BHPB") December 2007 $160,000 change in 1 well at sequence and a approximately portion of the $170,000 dayrate is subject to some change due to currency exchange rate variance. - ----------------------------------------------------------------------------------------------------------------------------------- Australia BHPB OPTIONS - Approximately N/A A portion of the (2 wells) $170,000 dayrate is January 2008 if the subject to some two remaining option change due to wells are drilled. currency exchange rate variance. 1 - ----------------------------------------------------------------------------------------------------------------------------------- Australia ENI Spa AGIP FIRM WORK - $360,000 N/A We expect the EXPLORATION & (1 well) well to take 40 PRODUCTION March 2008 (assuming to 45 days to DIVISION ("ENI") that the two above complete. option wells are drilled) - ----------------------------------------------------------------------------------------------------------------------------------- Australia WOODSIDE FIRM WORK - $405,000 N/A A portion of the ENERGY LTD (2 years) dayrate is ("WOODSIDE") March/April 2010 subject to some (assuming that the change due to two above option currency wells are drilled) exchange rate variance. - ----------------------------------------------------------------------------------------------------------------------------------- Australia N/A N/A N/A N/A The rig is expected to incur ten to fourteen zero rate days during the first or second quarter of fiscal year 2008 for required regulatory inspections and planned maintenance. - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD 5,000' Mauritania/ WOODSIDE FIRM WORK - $240,000 $80,000/$97,000 The rig is HUNTER Libya May 2008 (Mauritania) currently $245,000 (Libya) working offshore Libya and is expected to complete the Libyan drilling program in August 2007. Woodside has advised that they have interest in farming-out the rig for a period of four to six months which could increase the ATWOOD HUNTER's dayrate during the farm-out period and extend the Woodside contract commitment beyond the current May 2008 date. 2 - ----------------------------------------------------------------------------------------------------------------------------------- TBD WOODSIDE OPTIONS - TBD N/A Two (2) six-month options. May 2009, if exercised at negotiated market rate. (Agreement has to be executed by December 2007) - ----------------------------------------------------------------------------------------------------------------------------------- TBD N/A N/A N/A N/A The rig could incur three to five zero rate days during the fourth quarter of fiscal year 2007 for some planned maintenance. The rig could also incur fifteen to twenty zero rate days depending upon the rigs drilling schedule sometime between December 2007 and August 2008 for certain equipment upgrades. - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD 5,000' Malaysia SARAWAK SHELL FIRM WORK - $160,000/ $53,000/$55,000 (The $24 FALCON BERHAD ("SHELL") (2 years) $200,000 million Shell July 2009 (dayrate reimbursement is depends on being amortized water depth of as revenues over each well) the remaining firm contract commitment following the upgrade (32 months) which will increase dayrate revenues by approximately $24,000.) Most of the work during this period is expected to be at the $160,000 dayrate level - ----------------------------------------------------------------------------------------------------------------------------------- Malaysia SHELL OPTION - TBD N/A (1 year) - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD 2,000' Turkey TURKIYE FIRM WORK - 3 wells at $59,000/$65,000 SOUTHERN PETROLLERI A.O. (3 wells) $290,000 CROSS ("TPAO") October/November 2007 - ----------------------------------------------------------------------------------------------------------------------------------- 3 - ----------------------------------------------------------------------------------------------------------------------------------- Bulgaria MELROSE FIRM WORK - $145,000 N/A (2 wells) December 2007 /January 2008 - ----------------------------------------------------------------------------------------------------------------------------------- Bulgaria MELROSE FIRM WORK - $380,000 N/A (1 well) January/February 2008 - ----------------------------------------------------------------------------------------------------------------------------------- Turkey TPAO FIRM WORK - $320,000 N/A (1 well) February/March 2008 - ----------------------------------------------------------------------------------------------------------------------------------- TBD N/A N/A N/A N/A The rig is expected to incur eight to ten zero rate days during the fourth quarter of fiscal year 2007 for regulatory inspections and could incur another two to five zero rate days during the second quarter of fiscal year 2008 for some maintenance work. - ----------------------------------------------------------------------------------------------------------------------------------- CANTILEVER JACK-UPS: - ----------------------------------------------------------------------------------------------------------------------------------- ATWOOD 400' India GUJARAT STATE FIRM WORK - $113,000 $41,000/$48,000 BEACON PETROLEUM January 2008 CORPORATION LTD ("GSPC") - ----------------------------------------------------------------------------------------------------------------------------------- India GSPC FIRM WORK - $133,500 N/A (12 months) January 2009 - ----------------------------------------------------------------------------------------------------------------------------------- India GSPC OPTIONS - TBD N/A (1 year) - ----------------------------------------------------------------------------------------------------------------------------------- 4 - ----------------------------------------------------------------------------------------------------------------------------------- VICKSBURG 300' Thailand CHEVRON OVERSEAS FIRM WORK - $154,000 $38,000/$42,000 PETROLEUM (2 years) ("CHEVRON") June 2009 - ----------------------------------------------------------------------------------------------------------------------------------- Thailand N/A N/A N/A N/A The rig incurred two zero rate days in July 2007 for required regulatory inspections. This inspection time was significantly less than initial expectations due to inspections done during operations and less repair required from these inspections. - ----------------------------------------------------------------------------------------------------------------------------------- SEMISUBMERSIBLE TENDER ASSIST UNIT: - ----------------------------------------------------------------------------------------------------------------------------------- SEAHAWK 1,800' Equatorial AMERADA HESS FIRM WORK - $71,900 $81,000/$91,000 Contract provides Guinea EQUATORIAL September (plus for dayrate GUINEA, INC. 2008 approximately increases based ("HESS") $19,000 of upon certain cost amortized per excalations as day revenue.) well as an approximately $15,000 per day reduction during periods when the rig is being relocated to a new drilling site. - ----------------------------------------------------------------------------------------------------------------------------------- Equatorial HESS OPTIONS - $71,900 N/A Dayrate Guinea (2 years) subject to September increase due 2010 to contract (if all cost four escalations. six-month options are exercised) - ----------------------------------------------------------------------------------------------------------------------------------- 5 - ----------------------------------------------------------------------------------------------------------------------------------- SUBMERSIBLE: - ----------------------------------------------------------------------------------------------------------------------------------- RICHMOND 70' US Gulf HELIS OIL & FIRM WORK - $80,000 $37,000/$40,000 of Mexico GAS ("HELIS") October 2007 - ----------------------------------------------------------------------------------------------------------------------------------- US Gulf N/A N/A N/A N/A The rig could of Mexico incur thirty (30) to sixty (60) zero rate days during the first quarter of fiscal year 2008 for a life enhancing upgrade. We could expend $12 million to $15 million on this upgrade which, if performed, could extend the life of the rig seven years from January 2008. - -----------------------------------------------------------------------------------------------------------------------------------
NOTE - EXPECTED TAX RATE 1) The effective tax rate for fiscal year 2007 is now expected to be around 14%. Virtually all of the Company's expected tax provision for fiscal year 2007 relates to taxes in foreign jurisdictions. Working in foreign jurisdictions with nontaxable or deemed profit tax systems contribute to the effective tax rate being significantly less than the United States statutory rate. 2) Other Drilling Costs in Addition to the Above Rig Costs - PER DAY FOR JUNE 2007 $ 18,000 PER DAY FOR QUARTER ENDED JUNE 30, 2007 $ 14,000 6 -----END PRIVACY-ENHANCED MESSAGE-----