=============================================================================== 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, 2005 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 sincelast report.) =============================================================================== ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 28, 2005, the Company announced its earnings for the Fiscal Year 2005 Second Quarter ended March 31, 2005. 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, 2005 and 2004, an analysis of revenues and contract drilling costs for the three months and six months ended March 31, 2005 and consolidated balance sheets at March 31, 2005 and September 30, 2004 are attached hereto as Exhibits 99.2, 99.3 and 99.4, 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 Contract Status Summary at April 28, 2005 is attached hereto as Exhibit 99.5. Such information is being furnished under Regulation FD and should not be deemed to be filed under Section 18 of the Exchange Act. 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' annual report on Form 10-K for the year ended September 30, 2004, filed with the Securities and Exchange Commission. ITEM 9.01 EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED APRIL 28, 2005 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2005 AND 2004 EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2005 EXHIBIT 99.4 CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2005 AND SEPTEMBER 30, 2004 EXHIBIT 99.5 CONTRACT STATUS SUMMARY AT APRIL 28, 2005 -2- 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, 2005 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated April 28, 2005 99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2005 and 2004 99.3 Analysis of Revenues and Contract Drilling Costs for the Three Months and Six Months ended March 31, 2005 99.4 Consolidated Balance Sheets at March 31, 2005 and September 30, 2004 99.5 Contract Status Summary at April 28, 2005 -4- EXHIBIT 99.1 Houston, Texas 28 April 2005 FOR IMMEDIATE RELEASE Atwood Oceanics, Inc., Houston-based international drilling contractor, announced today that the Company earned net income of $4,711,000 or $.30 per diluted share, on revenues of $41,017,000 for the quarter ended March 31, 2005, compared to net income of $462,000 or $.03 per diluted share on revenues of $36,810,000 for the quarter ended March 31, 2004. For the six months ended March 31, 2005, the Company earned a net income of $13,361,000 or $.86 per diluted share, on revenues of $86,443,000 compared to a net loss of $(1,442,000) or $(.10) per diluted share, on revenues of $72,135,000 for the six months ended March 31, 2004. FOR THE THREE MONTHS ENDED MARCH 31, 2005 2004 ----------------- ----------------- Contract Revenues $41,017,000 $36,810,000 ============ =========== Income before Income Taxes 6,100,000 2,235,000 Provision for Income Taxes (1,389,000) (1,773,000) ----------- ----------- Net Income 4,711,000 462,000 =========== =========== Earnings per Common Share - Basic .31 .03 Diluted .30 .03 Weighted Average Shares Outstanding - Basic 15,213,000 13,855,000 Diluted 15,642,000 14,019,000 FOR THE SIX MONTHS ENDED MARCH 31, 2005 2004 ----------------- -------------------- Contract Revenues $86,443,000 $72,135,000 ============ =========== Income before Income Taxes 14,243,000 2,171,000 Provision for Income Taxes (882,000) (3,613,000) ----------- ----------- Net Income (Loss) 13,361,000 (1,442,000) =========== =========== Earnings (Loss) per Common Share - Basic .88 (.10) Diluted .86 (.10) Weighted Average Shares Outstanding - Basic 15,146,000 13,855,000 Diluted 15,532,000 13,855,000 Contact: Jim Holland (281) 749-7804 -5- 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, --------------------------- --------------------------- 2005 2004 2005 2004 (Unaudited) (Unaudited) REVENUES: Contract drilling $ 39,801 $ 36,810 $ 78,787 $ 72,135 Business interruption proceeds 1,216 - 7,656 - -------- -------- -------- ------- 41,017 36,810 86,443 72,135 -------- -------- -------- ------- COSTS AND EXPENSES: Contract drilling 23,601 21,414 48,804 43,947 Depreciation 6,639 7,847 13,165 15,689 General and administrative 3,019 2,987 6,590 5,675 -------- -------- -------- ------ 33,259 32,248 68,559 65,311 -------- -------- -------- ------ OPERATING INCOME 7,758 4,562 17,884 6,824 -------- -------- -------- ------ OTHER INCOME (EXPENSE) Interest expense (1,727) (2,334) (3,745) (4,668) Interest income 69 7 104 15 -------- -------- -------- ------ (1,658) (2,327) (3,641) (4,653) -------- -------- -------- ------- INCOME BEFORE INCOME TAXES 6,100 2,235 14,243 2,171 PROVISION FOR INCOME TAXES 1,389 1,773 882 3,613 -------- -------- -------- ------- NET INCOME (LOSS) $4,711 $462 $13,361 $(1,442) ======== ======== ======== ======= EARNINGS (LOSS) PER COMMON SHARE: Basic 0.31 0.03 0.88 (0.10) Diluted 0.30 0.03 0.86 (0.10) AVERAGE COMMON SHARES OUTSTANDING: Basic 15,213 13,855 15,146 13,855 Diluted 15,642 14,019 15,532 13,855 -6- EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2005 CONTRACT DRILLING REVENUES COSTS -------- --------- (In Millions) ATWOOD EAGLE $ 9.4 $ 5.5 ATWOOD FALCON 5.5 2.8 ATWOOD BEACON 5.9 1.9 VICKSBURG 6.1 2.0 ATWOOD HUNTER 5.2 2.7 SEAHAWK 2.8 2.4 ATWOOD SOUTHERN CROSS 2.7 2.3 RICHMOND 2.7 2.1 OTHER 0.7 1.9 ----- ----- $41.0 $23.6 ===== ===== FOR THE SIX MONTHS ENDED MARCH 31, 2005 CONTRACT DRILLING REVENUES COSTS -------- --------- (In Millions) ATWOOD EAGLE $ 17.9 $ 10.8 ATWOOD FALCON 13.1 6.1 ATWOOD BEACON 12.3 4.3 VICKSBURG 12.0 4.4 ATWOOD HUNTER 10.8 5.6 SEAHAWK 7.2 4.8 ATWOOD SOUTHERN CROSS 6.3 5.3 RICHMOND 5.4 4.2 OTHER 1.4 3.3 ----- ----- $86.4 $48.8 ===== ===== -7- EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) MAR. 31, 2005 SEP. 30, 2004 (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $23,946 $16,416 Accounts receivable 28,449 32,475 Insurance receivable 11,036 25,433 Inventories of materials and supplies 13,660 12,648 Deferred tax assets 40 290 Prepaid expenses and other 2,444 5,704 -------- -------- Total Current Assets 79,575 92,966 -------- -------- NET PROPERTY AND EQUIPMENT 407,427 401,141 -------- -------- DEFERRED COSTS AND OTHER ASSETS 3,185 4,829 -------- -------- $490,187 $498,936 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of notes payable $36,000 $36,000 Accounts payable 3,857 9,398 Accrued liabilities 6,820 13,822 Deferred Credits 0 833 -------- -------- Total Current Liabilities 46,677 60,053 -------- -------- LONG-TERM NOTES PAYABLE, net of current maturities: 77,000 145,000 -------- -------- 77,000 145,000 -------- -------- OTHER LONG TERM LIABILITIES Deferred income taxes 19,580 18,930 Deferred credits and other 2,443 3,364 -------- -------- 22,023 22,294 -------- -------- 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 15,240,000 issued and outstanding 15,240 13,873 Paid-in capital 116,087 57,917 Retained earnings 213,160 199,799 -------- -------- Total Shareholders' Equity 344,487 271,589 -------- -------- $490,187 $498,936 ======== ======== -8- EXHIBIT 99.5 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT APRIL 28, 2005 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------- -------- --------- ----------------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON JAPAN JAPAN ENERGY DEVELOPMENT The rig has commenced a two-firm well program for CO. LTD. Japan Energy Development Co., Ltd. The drilling of these two wells is estimated to take until September 2005 to complete. Upon the completion of the Japan Energy contract, the rig will return to Malaysia to drill seven (7) firm wells with options for six (6) additional wells for Sarawak Shell. The drilling of the seven (7) firm wells is expected to take approximately nine months to complete, and if all option wells are drilled, the contract could extend another seven to eight months. ATWOOD HUNTER EGYPT BURULLUS GAS CO. The rig continues to work under its sixteen (16) wells ("BURULLUS") drilling program for Burullus, which is expected to take until September 2005 to complete. Immediately upon completion of the current drilling program, the rig will commence an estimated 30-days equipment upgrade period to enable the rig to have the capability of drilling high pressure wells (15,000 P.S.I.). Upon completion of the upgrade, the rig will commence drilling two (2) firm wells for Burullus off the cost of Egypt, which is expected to take 270 days to complete. ATWOOD EAGLE AUSTRALIA WOODSIDE ENERGY, LTD. The rig is currently working under a contract with ("WOODSIDE") Woodside to drill seven (7) firm wells. The drilling of the seven firm wells is expected to extend into August 2005. Woodside has been provided options to drill three (3) additional wells. Upon completion of the current Woodside drilling program, the rig will return to work for BHP Billiton Petroleum to drill one (1) firm well (expected to take 30 days to complete) with an option to drill one (1) additional well. The rig has been awarded an additional contract by BHP to drill eight (8) firm wells with options for four (4) additional wells off the Northwest coast of Australia. The drilling of the eight (8) firm wells is estimated to take approximately ten (10) months to complete and if all four (4) option wells are drilled the contract could extend an additional three (3) to four (4) months. If all of the option wells are drilled, the combined Woodside and BHP drilling programs could extend into 2007. SEAHAWK MALAYSIA SARAWAK SHELL BERHAD / The rig is currently at a dockside location in SABAH SHELL PETROLEUM Malaysia and will be off dayrate through April 2005. COMPANY LIMITED ("SHELL") The rig will return to work in Malaysia in early May 2005 for Shell on a contract that should extend until the rig commences preparation for its contract commitment in 2006 for Amerada Hess Equatorial Guinea, Inc. ("Hess"). The Hess contract is for a firm period of 730 days with four options of 180 days each. -9- ATWOOD SOUTHERN CROSS MYANMAR DAEWOO INTERNATIONAL The rig is currently working under a contract with CORPORATION ("DAEWOO") Daewoo to drill three (3) wells, which is expected to be completed in May 2005. Following completion of the Daewoo drilling program, the rig will be demobilized to Singapore to prepare for its relocation to the Mediterranean Sea. The rig is expected to arrive in the Eastern Mediterranean Sea in August 2005 and will drill one well each for BG International Limited and Isramco, which is expected to take 60 to 90 days to complete. Upon completing the drilling of these two wells, the rig will enter a shipyard for approximately 30 days for required inspections, Italian certifications and equipment upgrades prior to drilling one firm well for ENI SpA AGIP Exploration Productions ("ENI"), with ENI having an option to drill one additional well. SEASCOUT UNITED STATES N/A 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 2004, the rig commenced drilling under a PRODUCTION MALAYSIA INC. seventeen month program for EMEPMI. EMEPMI retains ("EMEPMI") its right to terminate the contract by providing 120 days notice. ATWOOD BEACON VIETNAM HOANG LONG AND HOAN VU The rig is currently working under a drilling program JOINT OPERATING COMPANIES for Hoang Long which includes the drilling of three ("HOANG LONG") (3) firm wells with options to drill three (3) additional wells. 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. SUBMERSIBLE - -------------- RICHMOND UNITED STATES HELIS OIL & GAS COMPANY The rig is currently drilling the eighth well under GULF OF MEXICO ("HELIS") the Helis contract. Upon completion of this well, the rig will have two (2) firm wells to drill for Helis, with Helis having an option to drill four (4) additional wells. The drilling of the current firm wells is expected to take until July 2005 to complete and if the option wells are drilled, the contract could extend to November 2005. MODULAR PLATFORMS - ------------------- GOODWYN 'A' /NORTH AUSTRALIA WOODSIDE ENERGY LTD. The Company is currently assisting Woodside in RANKIN 'A' ("WOODSIDE") preparing the NORTH RANKIN 'A' for recommencing drilling activities in early 2006. The GOODWYN 'A' continues with an indefinite planned break in drilling activity, with the Company involved in rig maintenance. -10-