ATWOOD OCEANICS INC
10-Q, 1995-02-14
DRILLING OIL & GAS WELLS
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                         SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D. C. 20549
                                  ________________

                                     Form 10-Q                            

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

             FOR QUARTERLY PERIOD ENDED DECEMBER 31, 1994
                     COMMISSION FILE NUMBER 0-6352                            


                              ATWOOD OCEANICS, INC.
           (Exact name of registrant as specified in its charter) 

 
               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:
                                    713-492-2929
                                   _______________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 15 or 15 (d) of the Securities Exchange Act of 1934 
during the preceding 12 months and (2) has been subject to such filings 
requirements for the past 90 days.  Yes  X    No    


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of December 31, 1994:  6,582,613 shares of Common Stock $1 par
value


                                    PAGE 2

                    ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                        PART I.  FINANCIAL INFORMATION

      The condensed financial statements herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted,
although the Company believes that the disclosures are adequate to make the
information not misleading.  The financial statements reflect all adjustments
which are, in the opinion of management, necessary for a fair statement of the
results for the quarters ended December 31, 1994 and 1993.  All adjustments
were of a normal recurring nature.  It is suggested these condensed financial
statements be read in conjunction with the financial statements and the notes
thereto included in the Company's September 30, 1994 Annual Report to
Shareholders.

                                                PAGE 3

                                ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                PART I - ITEM I - FINANCIAL STATEMENTS
                                      CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>
                                                       (Unaudited)
                                               December 31,      September 30,
                                                   1994               1994    

                                                               (In thousands)  
<S>                                              <C>              <C>
 ASSETS
 CURRENT ASSETS:
    Cash and cash equivalents                    $ 18,656          $  16,119
    Accounts receivable                            14,093             13,915
    Current maturities of long-term notes 
         receivable                                   400                400
    Inventories of materials and supplies, at
         lower of average cost or market            4,219              4,194
    Prepaid expenses and other                      3,409              3,844

       Total Current Assets                        40,777             38,472
                                                                 
 AVAILABLE FOR SALE SECURITIES                     24,921             24,928

                                                                 
 LONG-TERM NOTE RECEIVABLE, net of current                       
         maturities                                 5,884              5,985


 PROPERTY AND EQUIPMENT, at cost:
    Drilling vessels, equipment and drill pipe    188,625            187,525
    Other                                           4,793              4,479
                                                  193,418            192,004

    Less - accumulated depreciation               112,624            109,159
       Net Property and Equipment                  80,794             82,845


 DEFERRED COSTS AND OTHER ASSETS                    1,322              1,230

                                                $ 153,698          $ 153,460


</TABLE>


                                                PAGE 4

                                ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                PART I.  ITEM I - FINANCIAL STATEMENTS
                                      CONSOLIDATED BALANCE SHEETS

<TABLE>
                                               (Unaudited)
                                              December 31,       September 30,
                                                   1994               1994    


                                                        (In thousands)  
<CAPTION>
<S>                                             <C>                <C>         
 LIABILITIES AND SHAREHOLDERS' EQUITY
 CURRENT LIABILITIES:
    Current maturities of notes payable by
           partnership                          $   3,000           $   3,000
    Accounts payable                                3,597               3,728
    Accrued liabilities                             6,733               6,573

       Total Current Liabilities                   13,330              13,301



 LONG-TERM NOTES PAYABLE BY PARTNERSHIP,                 
       net of current maturities                   50,210              50,294

 DEFERRED CREDITS                                   2,282               2,289
 MINORITY INTEREST IN PARTNERSHIPS                    174               1,617

 SHAREHOLDERS' EQUITY:
    Preferred stock, no par value; 
       1,000,000 shares authorized, none
       outstanding                                    ---                 ---
    Common stock, $1 par value;
       10,000,000 shares authorized with
       6,582,000 shares issued and
       outstanding                                  6,582               6,582
    Paid-in capital                                54,273              54,273
    Retained earnings                              26,847              25,104
       Total Shareholders' Equity                  87,702              85,959

                                                $ 153,698           $ 153,460

</TABLE>



                                                PAGE 5
<TABLE>

                                ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                PART I.  ITEM I - FINANCIAL STATEMENTS
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                              (Unaudited)

<CAPTION>

                                                           Three Months Ended
                                                              December 31,

                                                     (In thousands, except per
                                                            share amounts)

                                                      1994            1993
<S>                                                <C>             <C>
REVENUES:
  Drilling revenues                                $ 17,856        $ 15,373
    management fee income                               450             485
  Dividends and interest                                679             615
  Gain on sale of Indian joint venture                  ---             201

                                                     18,985          16,674
COSTS AND EXPENSES:
  Drilling costs                                     12,530          10,849
  Depreciation                                        3,542           3,357
  General and administrative                          1,057             985
  Interest                                              831             680

                                                     17,960          15,871

INCOME BEFORE MINORITY INTEREST AND
  INCOME TAXES                                        1,025             803

MINORITY INTEREST IN LOSS OF PARTNERSHIPS               908           1,080

INCOME BEFORE INCOME TAXES                            1,933           1,883
PROVISION FOR INCOME TAXES                              190             283

NET INCOME                                         $  1,743        $  1,600


WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING                                         6,582           6,582

INCOME PER COMMON SHARE                            $    .26        $    .24



</TABLE>

                                                PAGE 6
<TABLE>

                                ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                PART I.  ITEM I - FINANCIAL STATEMENTS
                                 CONSOLIDATED STATEMENTS OF CASH FLOW
<CAPTION>
                                                            Three Months Ended
                                                                December 31,    

                                                               1994                     1993

                                                                 (In thousands)
<S>                                                     <C>         <C>         
CASH FLOW FROM OPERATING ACTIVITIES:
    Net Income                                     $    1,743       $    1,600

    Adjustments to reconcile net income to net cash
    provided (used) by operating activities:
        Depreciation                                    3,542            3,357
        Amortization of deferred items                    103               62
        Minority interest in net loss of
          partnerships                                   (908)          (1,080)

    Changes in assets and liabilities:
        Increase in accounts receivable                  (178)            (416)
        Increase in accounts payable and accrued
             liabilities                                   29            1,868
        Other                                             315             (564)

              Total adjustments                         2,903            3,227
              Net cash provided by operating
                  activities                            4,646            4,827

CASH FLOW FROM INVESTING ACTIVITIES:
      Capital expenditures                             (1,205)          (1,989)
      Proceeds from sale of equity in Indian joint
        venture                                           ---            1,300
      Investment in joint venture                        (155)             ---
      Payments received on note receivable                101              101
              Net cash used by investing activities    (1,259)            (588)

CASH FLOW FROM FINANCING ACTIVITIES:
       Principal payment on long-term notes
           payable                                       (750)            (750)
       Net payments to limited partner                   (100)             ---
              Net cash used by financing activities      (850)            (750) 
                                                                               

NET INCREASE IN CASH AND CASH EQUIVALENTS               2,537            3,489

CASH AND CASH EQUIVALENTS, at beginning of period      16,119           10,087

CASH AND CASH EQUIVALENTS, at end of period          $ 18,656        $  13,576

</TABLE>
                                    PAGE 7

                    ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                PART I. ITEM 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

      Excluding the SOUTHERN CROSS, which has not been placed in service, thus
far in fiscal 1995, the Company has maintained 100 percent utilizations of its
equipment.  In fact, since October 1993, the Company has incurred only eleven
idle equipment days, a 99.7 percent equipment utilization rate.  However,
since the EAGLE, FALCON, RICHMOND and HUNTER have current contracts which
could expire in the second, third and fourth quarters of fiscal 1995,
respectively, there is no guarantee that the Company can maintain its current
level of equipment utilization for the remainder of fiscal 1995.  The key to
the Company's return to profitability in 1994 and its level of profitability
thus far in fiscal 1995 has been high equipment utilization.

      Total revenues increased $2.3 million (14 percent) and $1.4 million (8
percent) in the first quarter of fiscal year 1995 compared to the first and
fourth quarters of fiscal year 1994.  The revenue increase in the first
quarter of fiscal 1995 from the first quarter of fiscal year 1994 is primarily
due to a $2.5 million (16 percent) increase in drilling revenues.  A
comparative analysis of drilling revenues is as follows:

<TABLE>
                                             QUARTERS ENDED
<CAPTION>
                           December 31,      September 30,       December 31,
                               1994               1994                1993   

                                             (In thousands)
<S>                            <C>                <C>                <C>    
 SEAHAWK                       $ 2,674            $ 2,690            $ 2,763
 HUNTER                          2,578              2,665              2,407
 EAGLE                           3,871              3,763              1,774
 FALCON                          2,771              2,551              3,546
 VICKSBURG                       1,164              1,167              1,027
 RIG-19                          1,901              1,649              1,683
 RICHMOND                        1,500              1,283              1,462
 GOODWYN 'A'                     1,159                ---                ---
 OTHER                             238                295                711

                               $17,856            $16,063            $15,373
</TABLE>

      Since its commencement of operation in February 1993, the SEAHAWK has
been a significant contributor to the Company's return to profitability.  The
HUNTER has experienced 100 percent utilization since April 1993.  During
December 1993, the EAGLE was mobilized from Malaysia to the "Zone of
Cooperation" (an area jointly governed by Indonesia and Australia) and since
being relocated has experienced 100 percent utilization.  The downtime
incurred in relocating the EAGLE accounts for drilling revenues for the first
quarter of fiscal year 1995 being significantly higher than the first quarter
of fiscal year 1994.  The reduction in drilling revenues for the FALCON in the
first quarter of fiscal year 1995 compared to the first quarter of fiscal 1994
is due to the rig operating in Korea where dayrate levels are lower compared<PAGE>


                                    PAGE 8

to Australia due to lower operating costs.  In September 1994, RIG-19 was
relocated to a new platform and received an increase in dayrate revenue which
accounts for its increase in drilling revenues.  The RICHMOND has worked
continuously since March 1993.  In October 1994, the Australian operator-owned
GOODWYN 'A' platform rig commenced drilling operations.  Since July 1989, the
Company, on a management fee basis, directed the design, construction and
offshore commissioning of the GOODWYN 'A' drilling facilities.  The Company
now has responsibility for the operations and maintenance of these facilities
and is compensated on a dayrate basis.  The Company's current contract status
for its drilling operations is as follows:
 NAME OF RIG  LOCATION              CONTRACT STATUS

 SEAHAWK      Malaysia              Term contract (estimated completion 1997).
 HUNTER       Malaysia              Drilling the 28th of 30 firm wells (with
                                    eight option wells).

 EAGLE        Australia/Indonesia   Drilling the third of possible seven
              "Zone of              option wells (if no additional option
              Cooperation"          wells are drilled, contract could be
                                    complete before the end of March 1995).

 FALCON       Korea                 Preparing to be relocated to China to
                                    commence a short drilling program which
                                    could be completed by the end of June
                                    1995.
 VICKSBURG    Australia             Under contract until February 1996 (with
                                    two one year options).

 RIG-19       Australia             Term contract (estimated completion 1997).
 RICHMOND     United States         Short term contract which could be
                                    completed by the end of June 1995. 

 GOODWYN 'A'  Australia             Term contract (estimated completion 1997).


      For the three months ended December 31, 1994 compared to the three
months ended December 31, 1993, drilling costs increased $1.6 million or 15
percent.  An analysis of drilling costs by rigs is as follows:
                                           QUARTERS ENDED                    


                           December 31,      September 30,       December 31,
                               1994                1994                1993  

                                             (In thousands)
 SEAHAWK                      $  1,544           $  1,584           $  1,538
 HUNTER                          1,930              1,754              1,691
 EAGLE                           3,008              3,029              1,539
 FALCON                          1,747              1,293              2,819
 VICKSBURG                         721                664                201
 RIG-19                          1,183                806              1,151
 RICHMOND                          941                964                882
 GOODWYN 'A'                       896                ---                ---
 OTHER                             560              1,132              1,028

                              $ 12,530           $ 11,226           $ 10,849


                                                PAGE 9


The EAGLE's relocation from Malaysia to the "Zone of Cooperation" where
operating costs are higher due to increased labor costs accounts for the
significant increase in drilling costs in the fourth quarter of fiscal year
1994 and the first quarter of fiscal year 1995 compared to the first quarter
of fiscal year 1994.  On the other hand, the relocation of the FALCON out of
Australia accounts for its significant reduction in drilling costs.  During
the first quarter of fiscal 1994, the VICKSBURG was credited with
approximately $500,000 in personnel tax refunds which accounts for its reduced
drilling costs during that period.  Drilling costs for RIG-19 was lower during
the quarter ended September 30, 1994 due to the rig being relocated to a new
platform.  As previously stated, drilling operations commenced on the GOODWYN
'A' platform rig in October 1994 whereby the Company has labor responsibility
and is being compensated on a dayrate revenue basis.


LIQUIDITY AND CAPITAL RESOURCES

      Fabrication work has commenced on RIG-200 (the state-of-the-art modular
platform rig jointly owned by the Company and Helmerich & Payne, Inc.).  At
December 31, 1994, the Company had only invested approximately $500,000 in the
RIG-200 project; however, based upon the current construction schedule, the
Company will invest an additional $12 million in this project during 1995. 
The SOUTHERN CROSS remains idle in Australia as the Company pursues future
contract opportunities.  Before the unit can be placed into service, an
additional capital investment, which could be as high as $30 million, will be
required.  In addition to pursing a contract opportunity for the SOUTHERN
CROSS, the Company is also pursuing other expansion
opportunities.  The Company currently plans to fund the RIG-200 investment
from internally generated funds; however, should the Company receive a
contract for the SOUTHERN CROSS or receive a commitment on another expansion
opportunity, funding of these additional investment opportunities will
probably require the use of a short-term borrowing facility.

      During the quarter, the Company's working capital increased
approximately $2.3 million.  The Company continues to experience no
difficulties in collecting its accounts receivables.  If the Company can
continue to maintain its high level of equipment utilization, cash flow from
operations should continue to remain at approximately $4 million per quarter
for the remainder of fiscal 1995.  However, if equipment utilization declines,
cash flow will likewise decline.  The Company will continue its emphasis on
maintaining a high level of equipment utilization.

                    ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                PART I.  ITEM 2




TO OUR SHAREHOLDERS AND EMPLOYEES:

      The results for the first quarter of fiscal 1995 reflect the Company's
best quarterly performance since the last quarter of fiscal year 1983. 
Excluding the SOUTHERN CROSS, which has not been placed in service, the
Company has maintained 100 percent utilization of its equipment since December
1993.  Earnings, including investment income, before depreciation, interest
and taxes, but after adjustment for minority interest, were $4.1 million for


                                   PAGE 10

the first quarter of fiscal year 1995 compared to $3.8 million for the first
quarter of fiscal year 1994.  Compared to the first quarter of fiscal 1994,
operating cash flow for the first quarter of fiscal 1995 increased from $3.9
million to $4.4 million.

      The key to the Company maintaining its current level of profitability
remains high equipment utilization.  The FALCON will complete its current
contract in Korea in February 1995 and then be relocated to China to commence
a short-term drilling program which should keep the rig committed into the
third quarter of fiscal 1995.  If option wells are not drilled, the EAGLE
could complete its current drilling program before the end of March 1995.  The
RICHMOND and HUNTER could complete their current contract commitments in the
third and fourth quarters of fiscal 1995, respectively.  The VICKSBURG has a
contract commitment into 1996, and RIG-19 and the SEAHAWK are committed into
1997.  The Company continues to aggressively pursue ongoing employment
opportunities for the three semisubmersibles and the RICHMOND.  Maintaining
high equipment utilization will continue to be a challenge; however, through
fiscal 1994 and thus far through fiscal 1995, the Company has successfully
faced this challenge with a 99.7 percent equipment utilization rate.

      We are pleased to announce that in late October 1994, drilling
operations commenced on the Australian operator-owned GOODWYN 'A' platform
rig.  Since July 1989, the Company, on a management fee basis, has directed
the design, equipment procurement, fabrication, transport and offshore
commissioning of the GOODWYN 'A' drilling facilities.  The operation and
maintenance phase of this project will provide additional enhancements to
financial performance.  Fabrication work has commenced on RIG-200 (the state-
of-the-art modular platform rig jointly owned by the Company and Helmerich &
Payne, Inc.), with operation in Australia currently scheduled to commence in
late 1996.  We are continuing our efforts in pursuing additional new
opportunities which could further enhance our future operating results.

      The offshore drilling and service industry continues to change and
remains very competitive.  We are committed to achieving higher standards of
excellence in safety and operational performance and to better understand our
clients' present and future service needs.  Our goal is to provide superior
services and value to our clients.  As we strive for continuation of
profitability and growth, we appreciate the support and commitment of our
employees and shareholders.




                                               s/ John R. Irwin

                                                 JOHN R. IRWIN
                                                   PRESIDENT


                                   PAGE 11


                    ATWOOD OCEANICS, INC. AND SUBSIDIARIES

                          PART II.  OTHER INFORMATION


      During the quarter ended December 31, 1994, the Company has not filed
any Form 8-K's.









                                  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 thereunto duly authorized.







                                                  ATWOOD OCEANICS, INC.

                                                      (Registrant)





 Date: 2/14/94                                     s/ James M. Holland
                                                    JAMES M. HOLLAND
                                                  Senior Vice President
                                              and Chief Accounting Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000008411
<NAME> ATWOOD OCEANICS, INC.
<MULTIPLIER> 1,000
       
<S>                                        <C>                     <C>
<PERIOD-TYPE>                                 QTR-1                   QTR-1
<FISCAL-YEAR-END>                          SEP-30-1995             SEP-30-1994
<PERIOD-START>                             OCT-01-1994             OCT-01-1993
<PERIOD-END>                               DEC-31-1994             DEC-31-1993
<CASH>                                          18,656                  13,576
<SECURITIES>                                    24,921                  24,949
<RECEIVABLES>                                   20,377                  17,872
<ALLOWANCES>                                         0                       0
<INVENTORY>                                      4,219                   3,971
<CURRENT-ASSETS>                                40,777                  31,226
<PP&E>                                         193,418                 188,476
<DEPRECIATION>                                 112,624                  99,668
<TOTAL-ASSETS>                                 153,698                 152,299
<CURRENT-LIABILITIES>                           13,330                  13,768
<BONDS>                                         50,210                  54,845
<COMMON>                                         6,582                   6,582
                                0                       0
                                          0                       0
<OTHER-SE>                                      54,273                  54,273
<TOTAL-LIABILITY-AND-EQUITY>                   153,698                 152,299
<SALES>                                         18,306                  15,858
<TOTAL-REVENUES>                                18,985                  16,674
<CGS>                                           13,587                  11,834
<TOTAL-COSTS>                                   13,587                  11,834
<OTHER-EXPENSES>                                 3,542                   3,357
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                 831                     680
<INCOME-PRETAX>                                  1,933                   1,883
<INCOME-TAX>                                       190                     283
<INCOME-CONTINUING>                              1,743                   1,600
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     1,743                   1,600
<EPS-PRIMARY>                                      .26                     .24
<EPS-DILUTED>                                      .26                     .24
        

</TABLE>


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