------------------------------------------------------------------------------- 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 27, 2006 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)) =============================================================================== -1- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 27, 2006, the Company announced its earnings for the Fiscal Year 2006 Second Quarter ended March 31, 2006. 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, 2006 and 2005 and an analysis of revenues and contract drilling costs for the three months and six months ended March 31, 2006 and 2005 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 Contract Stats Summary at April 27, 2006 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's annual report on Form 10-K for the year ended September 30, 2005, filed with the Securities and Exchange Commission. ITEM 9.01 EXHIBITS EXHIBIT 99.1 PRESS RELEASE DATED APRIL 27, 2006 EXHIBIT 99.2 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2006 AND 2005 EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2006 EXHIBIT 99.4 CONTRACT STATUS SUMMARY AT APRIL 27, 2006 -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 27, 2006 -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release dated April 27, 2006 99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2006 and 2005 99.3 Analysis of Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2006 99.4 Contract Status Summary at April 27, 2006 -4- Houston, Texas 27 April 2006 FOR IMMEDIATE RELEASE ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor, announced today that the Company earned net income of $15,629,000 or $.50 per diluted share, on revenues of $67,529,000 for the quarter ended March 31, 2006, compared to net income of $4,711,000 or $.15 per diluted share, on revenues of $41,017,000 for the quarter ended March 31, 2005. For the six months ended March 31, 2006, the Company earned net income of $30,152,000 or $.96 per diluted share, on revenues of $122,943,000 compared to net income of $13,361,000 or $.43 per diluted share, on revenues of $86,443,000 for the six months ended March 31, 2005. FOR THE THREE MONTHS ENDED MARCH 31, 2006 2005 ------------ ------------- Revenues $ 67,529,000 $ 41,017,000 Income before Income Taxes 18,318,000 6,100,000 Provision for Income Taxes (2,689,000) (1,389,000) Net Income 15,629,000 4,711,000 Earnings per Common Share - Basic 0.51 0.15 Diluted 0.50 0.15 Weighted Average Shares Outstanding - Basic 30,926,000 30,426,000 Diluted 31,446,000 31,284,000 FOR THE SIX MONTHS ENDED MARCH 31, 2006 2005 ------------- --------------- Revenues $ 122,943,000 $ 86,443,000 Income before Income Taxes 35,345,000 14,243,000 Provision for Income Taxes (5,193,000) (882,000) Net Income 30,152,000 13,361,000 Earnings per Common Share - Basic 0.98 0.44 Diluted 0.96 0.43 Weighted Average Shares Outstanding - Basic 30,832,000 30,292,000 Diluted 31,327,000 31,164,000 Contact: Jim Holland (281) 749-7804 -5- EXHIBIT 99.2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 31, --------------------------- --------------------------- 2006 2005 2006 2005 ---- ---- ---- ---- REVENUES: Contract drilling $ 67,529 $ 39,801 $ 122,943 $ 78,787 Business interruption proceeds - 1,216 - 7,656 -------- -------- --------- -------- 67,529 41,017 122,943 86,443 -------- -------- --------- -------- COSTS AND EXPENSES: Contract drilling 37,270 23,601 71,040 48,804 Depreciation 6,207 6,639 12,597 13,165 General and administrative 4,605 3,019 10,598 6,590 -------- -------- --------- -------- 48,082 33,259 94,235 68,559 -------- -------- --------- -------- OPERATING INCOME 19,447 7,758 28,708 17,884 -------- -------- --------- -------- OTHER INCOME (EXPENSE) Interest expense, net of capitalized interest (1,467) (1,727) (3,207) (3,745) Gain on sale of equipment - - 9,275 - Interest income 338 69 569 104 -------- -------- --------- -------- (1,129) (1,658) 6,637 (3,641) -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 18,318 6,100 35,345 14,243 PROVISION FOR INCOME TAXES 2,689 1,389 5,193 882 -------- -------- --------- -------- NET INCOME $15,629 $4,711 $30,152 $13,361 ======== ======== ========== ======== EARNINGS PER COMMON SHARE: Basic 0.51 0.15 0.98 0.44 Diluted 0.50 0.15 0.96 0.43 AVERAGE COMMON SHARES OUTSTANDING: Basic 30,926 30,426 30,832 30,292 Diluted 31,446 31,284 31,327 31,164 -6- EXHIBIT 99.3 ATWOOD OCEANICS, INC. AND SUBSIDIARIES ANALYSIS OF REVENUES AND DRILLING COSTS (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2006 CONTRACT DRILLING REVENUES COSTS -------------- ------------- (In Millions) ATWOOD EAGLE $ 13.4 $ 6.2 ATWOOD FALCON 6.6 3.5 ATWOOD BEACON 7.1 2.8 VICKSBURG 7.8 2.5 ATWOOD HUNTER 12.1 3.9 SEAHAWK 2.9 1.7 ATWOOD SOUTHERN CROSS 10.7 10.6 RICHMOND 4.1 2.5 AUSTRALIA MANAGEMENT CONTRACTS 2.8 2.4 OTHER - 1.2 ------ ----- 67.5 37.3 ====== ===== FOR THE SIX MONTHS ENDED MARCH 31, 2006 CONTRACT DRILLING REVENUES COSTS ------------ ----------- (In Millions) ATWOOD EAGLE $ 21.4 $ 12.2 ATWOOD FALCON 13.4 7.2 ATWOOD BEACON 13.0 5.1 VICKSBURG 14.5 6.0 ATWOOD HUNTER 22.4 7.7 SEAHAWK 7.5 4.1 ATWOOD SOUTHERN CROSS 16.7 16.1 RICHMOND 8.1 4.9 AUSTRALIA MANAGEMENT CONTRACTS 5.9 5.2 OTHER - 2.5 ------ ----- 122.9 71.0 ====== ===== -7- EXHIBIT 99.4 ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONTRACT STATUS SUMMARY AT APRIL 27, 2006 NAME OF RIG LOCATION CUSTOMER CONTRACT STATUS ----------------- -------- -------- --------------- SEMISUBMERSIBLES - ------------------ ATWOOD FALCON MALAYSIA SARAWAK SHELL ("SHELL") The rig is currently working under an approximate four year commitment with Shell. Commencing in August 2006, the rig is scheduled to undergo a $30 million upgrade of which $24 million will be funded by Shell. ATWOOD HUNTER EGYPT BURULLUS GAS CO. The rig has a two year contract commitment with ("BURULLUS") FARM-OUT Woodside. Woodside has farmed-out to Burullus two FROM WOODSIDE ENERGY, wells that will be drilled under this two year LTD. ("WOODSIDE") commitment. The rig is currently working for Burullus under the farm-out arrangement. Immediately upon the rig completing the Burullus drilling program the rig will commence working for Woodside. ATWOOD EAGLE AUSTRALIA WOODSIDE ENERGY, LTD. The rig continues to work under drilling programs for ("WOODSIDE") and BHP Woodside and BHP. Following completion of its current BILLITON PETROLEUM PTY. commitments with Woodside/BHP (estimated June/July ("BHP") 2007), the rig will drill one well for ENI then commence a new one (1) to three (3) year commitment for Woodside. Woodside has until October 2006 to decide the length of its contract commitment. All of the above commitments should keep the rig employed through at least fiscal year 2008 and possibly fiscal year 2010. SEAHAWK SINGAPORE AMERADA HESS EQUATORIAL The rig is currently in a shipyard undergoing certain SHIPYARD GUINEA, INC. ("HESS") upgrades and refurbishment. Upon completion of the shipyard work the rig will be moved to West Africa to commence a contract for Hess. The rig should return to work in August 2006. The Hess contract is for a firm period of 730 days with four options of 180 days each. ATWOOD SOUTHERN CROSS ITALY ENI SPA AGIP EXPLORATION The rig is currently working for AGIP under a drilling & PRODUCTION DIVISION program that should be completed in June/July 2006. ("AGIP") Upon completion of the AGIP contract, the rig will be moved to the Black Sea to commence a drilling program for Melrose followed by a drilling program for Toreador. -8- CANTILEVER JACK-UPS - --------------------- VICKSBURG MALAYSIA PETRONAS CARIGALI The rig is currently drilling one-well for Petronas FARM-OUT FROM Carigali which is farm-out from Petrofac. Following PETROFAC (MALAYSIA-PM 304) the drilling of this well, the rig will commence a four (4) firm plus three (3) options wells contract for Petrofac which is estimated to take until the first quarter of fiscal year 2007 to complete. Immediately upon completion of the Petrofac contract, the rig will be moved Cambodia to work under an eight month drilling program for Chevron, followed by a two-year drilling program with Chevron in Thailand. ATWOOD BEACON VIETNAM HOANG LONG AND HOAN VU The rig is currently working under a drilling program JOINT OPERATING COMPANIES for Hoang Long. This drilling program is currently ("HOANG LONG") expected to be completed in September 2006 to complete. Immediately upon completion of its current contract, the rig will be moved (after a brief stop in Singapore) to India to commence a 25-month contract for GSPC. SUBMERSIBLE - ------------- RICHMOND UNITED STATES HELIS OIL & GAS COMPANY The rig is currently working under a drilling program GULF OF MEXICO ("HELIS") for Helis. This drilling program is expected to take until May/June 2007 to complete. MODULAR PLATFORMS - ------------------ GOODWYN 'A' /NORTH AUSTRALIA WOODSIDE ENERGY LTD. The Company is managing drilling operations on behalf RANKIN 'A' of Woodside for the NORTH RANKIN 'A'. The GOODWYN 'A' continues with an indefinite planned break in drilling activity, with the Company involved in rig maintenance. -9-