ATWOOD OCEANICS INC
10-Q, 2000-05-15
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 MARCH 31, 2000
                         COMMISSION FILE NUMBER 1-13167


                              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: 281-749-7800
                                 ---------------


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___

The number of shares  outstanding of the issuer's  class of common stock,  as of
April 30, 2000; 13,814,476 shares of Common Stock, $1 par value.
- ------------------------------------------------------------------------------

<PAGE>

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

The condensed consolidated financial statements herein have been prepared by the
Company  pursuant to the rules and  regulations  of the  Securities and Exchange
Commission  for  interim  financial  reporting.   Accordingly,  these  financial
statements and related  information have been prepared without audit and certain
information and disclosures  normally included in financial  statements prepared
in accordance with generally accepted accounting  principles have been condensed
or omitted,  although  management  believes that the disclosures are adequate to
make the  information  not  misleading.  The  condensed  consolidated  financial
statements  reflect all  adjustments  which are,  in the opinion of  management,
necessary to present  fairly the  financial  position of the Company as of March
31, 2000 and  September  30, 1999,  and the results of its  operations  and cash
flows  for the three  months  and six  months  ended  March  31,  2000 and 1999,
respectively.  All adjustments  were of a normal recurring  nature.  The interim
financial  results may not be indicative of results that could be expected for a
full year. It is suggested these condensed  consolidated financial statements be
read in conjunction  with the  consolidated  financial  statements and the notes
thereto  included  in  the  Company's   September  30,  1999  Annual  Report  to
Shareholders.

<PAGE>


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

                                                     March 31,     September 30,
                                                       2000           1999
                                                    ----------     -------------
                                                    (Unaudited)
ASSETS

   CURRENT ASSETS:
       Cash and cash equivalents                      $ 16,566         $ 20,105
       Accounts receivable                              25,084           18,289
       Inventories of materials and supplies,
         at lower of average cost or market              8,355            8,010
       Deferred tax assets                                 720              720
       Prepaid expenses                                  1,500            3,408
                                                    ----------     ------------

                Total Current Assets                    52,225           50,532
                                                    ----------     ------------

   SECURITIES HELD FOR INVESTMENT:
        Held-to-maturity, at amortized cost             22,592           22,589
        Available-for-sale, at fair value                  311              347
                                                    ----------      -----------
                                                        22,903           22,936
                                                    ----------      -----------
   PROPERTY AND EQUIPMENT, at cost:
        Drilling vessels, equipment and drill pipe     377,784          358,372
        Other                                            7,759            7,317
                                                    ----------      -----------
                                                       385,543          365,689
        Less-accumulated depreciation                  160,188          146,775
                                                    ----------      -----------
              Net Property and Equipment               225,355          218,914
                                                    ----------      -----------

    DEFERRED COSTS AND OTHER ASSETS                      1,283            1,222
                                                    ----------      -----------
                                                      $301,766         $293,604
                                                    ==========      ===========

     The accompanying notes are an integral part of these consolidated financial
statements.





<PAGE>



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


                                                    March 31,     September 30,
                                                      2000             1999
                                                   ----------     ------------
                                                   (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
        Accounts payable                           $    3,724      $    7,640
        Accrued liabilities                             9,088          11,373
                                                   ----------      ----------

                   Total Current Liabilities           12,812          19,013
                                                   ----------      ----------

LONG-TERM DEBT, net of current maturities:             49,000          54,000
                                                   ----------      ----------

DEFERRED CREDITS:
        Income taxes                                    8,706           8,168
        Other                                          26,384          20,194
                                                   ----------      ----------
                                                       35,090          28,362
                                                   ----------      ----------
SHAREHOLDERS' EQUITY:
        Preferred stock, no par value;
           1,000,000 shares authorized, none
           outstanding                                   ---             ---
        Common stock, $1 par value;
            20,000,000  shares  authorized with
            13,802,000 and 13,675,000 shares
            issued and outstanding at March 31,
            2000 and September 30, 1999,
            respectively                               13,802          13,675
         Paid-in capital                               53,955          52,458
         Accumulated other comprehensive
            income (loss)                                (162)           (139)
         Retained earnings                            137,269         126,235
                                                    ---------       ---------
                                                      204,864         192,229
                                                    ---------       ---------
                                                     $301,766        $293,604
                                                    =========       =========

     The accompanying notes are an integral part of these consolidated financial
statements.




<PAGE>

<TABLE>


                      PART I. ITEM I - FINANCIAL STATEMENTS
                     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,
                                 2000              1999          2000               1999
                                       (Unaudited)                     (Unaudited)
<S>                           <C>              <C>           <C>                <C>

REVENUES:
  Contract drilling           $ 31,878         $ 40,8773     $ 62,539           $ 75,129
  Contract management              483               448        1,006              1,173
                              --------         ---------     --------           --------
                                32,361            41,325       63,545             76,302
                              --------         ---------     --------           --------

COSTS AND EXPENSES:
  Contract drilling             12,392            18,109       26,358             34,020
  Contract management              354               392          743              1,115
  Depreciation                   7,564             6,457       13,708             11,784
  General and administrative     2,137             1,916        4,137              4,106
                              --------         ---------     --------           --------
                                22,447            26,874       44,946             51,025
                              --------         ---------     --------           --------

OPERATING INCOME                 9,914            14,451       18,599             25,277
                              --------         ---------     --------           --------

OTHER INCOME (EXPENSE)
        Interest expense          (974)          (1,277)       (1,928)            (2,101)
        Interest income            581              548         1,118              1,134
                              --------         --------      --------           --------
                                  (393)            (729)         (810)              (967)
                              --------         --------      --------           --------

INCOME BEFORE INCOME TAXES       9,521           13,722        17,789             24,310

PROVISION FOR INCOME TAXES       3,540            4,998         6,755              8,810
                              --------         --------      --------           --------

NET INCOME                       5,981         $  8,724      $ 11,034           $ 15,500
                              ========         =========     ========           ========

EARNINGS PER SHARE
              Basic             $ .44             $ .64         $ .81              $1.14
              Diluted           $ .43             $ .63         $ .80              $1.13
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
            Basic              13,719           13,627         13,700             13,626
            Diluted            13,902           13,740         13,828             13,739

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

</TABLE>



<PAGE>

<TABLE>


                      PART I. ITEM I - FINANCIAL STATEMENTS
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                                      Six Months Ended March 31,
                                                                      2000                  1999
                                                                              (Unaudited)
<S>                                                                <C>                  <C>

  CASH FLOW FROM OPERATING ACTIVITIES:
       Net Income                                                   $ 11,034             $15,500
                                                                    --------             -------
         Adjustments to reconcile net income to net cash
         provided (used) by operating activities:
              Depreciation                                            13,708              11,784
              Amortization                                               373                 275
              Deferred federal income tax provision                      550               1,000
         Changes in assets and liabilities:
              Increase in accounts receivable                         (6,795)            (11,020)
              Increase (decrease) in accounts payable and
                   accrued liabilities                                (5,370)              4,444
              Net mobilization fees                                    6,195              11,648
              Other                                                    1,122                (765)
                                                                    --------             -------
                                                                       9,783              17,366
                                                                    --------             -------
                Net cash provided by operating activities             20,817              32,866
                                                                    --------             -------

CASH FLOW FROM INVESTING ACTIVITIES:
        Capital expenditures                                         (20,980)            (34,247)
                                                                    --------             -------
               Net cash used by investing activities                 (20,980)            (34,247)
                                                                    --------             -------

CASH FLOW FROM FINANCING ACITIVITES:
        Proceeds from revolving credit facility                        6,000              13,000
        Principal payments on long-term debt                         (11,000)             (7,750)
        Proceeds from exercises of stock options                       1,624                  50
                                                                    --------             -------
               Net cash provided by financing activities              (3,376)              5,300
                                                                    --------             -------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                 (3,539)              3,919
CASH AND CASH EQUIVALENTS, at beginning of period
                                                                      20,105              11,621
                                                                    --------             -------
CASH AND CASH EQUIVALENTS, at end of period                          $16,566             $15,540
                                                                    ========             =======
Supplemental disclosure of cash flow information:
      Cash paid during the period for domestic
           and foreign income taxes                                 $  5,553             $ 7,427
                                                                    ========             =======
       Cash paid during the period for interest,
           net of amounts capitalized                               $  1,096             $ 2,216
                                                                    ========             =======


     The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>


<PAGE>


                      PART I. ITEM 1 - FIANCIAL STATEMENTS
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       UNAUDITED INTERIM INFORMATION

         The unaudited interim financial statements as of March 31, 2000 and for
each of the six month  periods ended March 31, 2000 and 1999,  included  herein,
have been prepared by the Company,  pursuant to the rules and regulations of the
Securities and Exchange Commission for interim financial reporting. Accordingly,
these financial  statements and related  information  have been prepared without
audit,  and  certain  information  and note  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although management believes that the
note  disclosures  are  adequate to make the  information  not  misleading.  For
interim periods,  the Company records income taxes using the expected  effective
tax rate for the fiscal year.  In the opinion of the Company's  management,  the
unaudited interim financial  statements  reflect all adjustments  (consisting of
normal recurring  adjustments)  considered  necessary for a fair presentation of
the financial  position and results of operations of the Company for the periods
presented.  The interim  financial results may not be indicative of results that
could be expected for a full year.


2.       EARNINGS PER COMMON SHARE

         The  computation of basic and diluted  earnings per share is as follows
(in thousands, except per share amounts):

<TABLE>

                                              Three Months Ended              Six Months Ended
                                       -----------------------------     ------------------------------
                                       Net                 Per Share      Net                  Per Share
                                       Income     Shares     Amount      Income    Shares       Amount
<S>                                   <C>        <C>       <C>          <C>        <C>         <C>
                                      -------    --------  ---------    --------   ------      ----------
March 31, 2000:
    Basic earnings per share          $ 5,981     13,719      $ .44     $11,034    13,700        $ .81
    Effect of dilutive securities-
       Stock Options                      ---        183       (.01)        ---       128         (.01)
                                      -------     ------      -----     -------    ------       ------

       Diluted earnings per share     $ 5,981     13,902      $ .43     $11,034    13,828        $ .80
                                      =======     ======      =====     =======    ======       ======

March 31, 1999:
    Basic earnings per share          $ 8,724     13,627        .64     $15,500    13,626       $ 1.14
    Effect of dilutive securities-
      Stock Options                       ---        113       (.01)       ---        113         (.01)
                                      -------     ------      -----     -------    ------       ------

      Diluted earnings per share      $ 8,724     13,740      $ .63     $15,500    13,739       $ 1.13
                                     ========     ======      =====     =======    ======       ======

</TABLE>

3.       COMPREHENSIVE INCOME

         Comprehensive income includes the following (in thousands):


THREE MONTHS ENDED MARCH 31,                  2000             1999
                                           --------          -------

Net Income                                  $ 5,981          $ 8,724
Other comprehensive income:
   Unrealized holding gain (loss) on
     available-for-sale
   Securities, net of tax benefit of
     $5 in 2000 and tax
     expense of $29 in 1999                      (8)              55
                                           --------          -------
   Comprehensive income                     $ 5,973          $ 8,779
                                           ========          =======


SIX MONTHS ENDED MARCH 31,                   2000              1999
                                           --------          -------

Net Income                                 $11,034           $15,500
Other comprehensive income:
  Unrealized holding gain (loss)
    on available-for-sale
  Securities, net of tax benefit
    of $13 and $19
    in 2000 and 1999, respectively             (23)              (34)
                                           -------           -------
  Comprehensive income                     $11,011           $15,466
                                           =======           =======



<PAGE>


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



     All non-historical  information set forth herein is based upon expectations
and  assumptions  deemed  reasonable  by the  Company.  The  Company can give no
assurance  that  such  expectations  and  assumptions  will  prove to have  been
correct,  and  actual  results  could  differ  materially  from the  information
presented herein.  The Company's  periodic reports filed with the Securities and
Exchange  Commission  should be  consulted  for a  description  of risk  factors
associated with an investment in the Company.


MARKET OUTLOOK

         Worldwide  utilization  of offshore  drilling  equipment  is  currently
around 80% compared to around 70% at the  beginning  of fiscal year 2000.  There
are encouraging  indications that the offshore drilling market environment could
continue to improve toward the end of 2000 and into 2001. Except for the RIG-200
and RIG-19, the Company's  drilling units have current contract  commitment that
should keep the various  rigs  employed for the  remainder  of fiscal 2000.  The
ATWOOD  SOUTHERN CROSS (idle since  September 1998) is currently being mobilized
to the Mediterranean Sea to commence a short-term drilling program, with ongoing
discussions  for additional  work.  The Company's  backlog should provide a high
level of revenues and cash flows for the remainder of fiscal 2000.


RESULTS OF OPERATIONS

         Contract  revenues  for the three months and six months ended March 31,
2000  decreased  22% and 17%,  respectively,  compared to the same periods ended
March 31, 1999. A comparative analysis of contract revenues is as follows:


<PAGE>

                                         CONTRACT REVENUES
                                             (In Millions)
                         ----------------------------------------------------
                            Three Months Ended            Six Months Ended
                                 March 31,                   March 31,
                         -------------------------    -----------------------
                          2000      1999  Variance    2000     1999   Variance
                         -----     -----  --------   -----    -----   --------
SEAHAWK                  $ 5.6     $ 2.8     $ 2.8   $ 7.8    $ 5.7    $  2.1
ATWOOD HUNTER              9.0       7.4       1.6    17.8     16.1       1.7
ATWOOD FALCON              9.9       9.8       0.1    20.4     15.1       5.3
RICHMOND                   1.6       1.3       0.3     3.0      3.7      (0.7)
ATWOOD SOUTHERN CROSS      0.0       0.0       0.0     0.0      0.0       0.0
VICKSBURG                  2.9       3.4      (0.5)    6.2      3.8       2.4
RIG 200/RIG-19             0.0       3.9      (3.9)    0.0      7.9      (7.9)
ATWOOD EAGLE               2.9      10.7      (7.8)    7.3     19.8     (12.5)
GOODWYN 'A'/
NORTH RANKIN 'A'           0.5       2.0      (1.5)    1.0      4.2      (3.2)
                         -----     -----     -----   -----    -----    ------
                         $32.4     $41.3     $(8.9)  $63.5    $76.3    $(12.8)
                         =====     =====     =====   =====    =====    ======


         The SEAHAWK commenced drilling  operations,  following its upgrade,  in
January 2000 at a significant enhancement in dayrate over the reduced dayrate it
received during its upgrade  period,  accounting for its increase in revenues in
2000.  In 1999,  the ATWOOD  HUNTER  incurred  some days of downtime in order to
correct certain  equipment  defects,  which accounts for revenues being lower in
1999 compared to 2000. The increase in revenues for the ATWOOD FALCON during the
six months  ended March 31, 2000  compared to the same period in fiscal 1999 was
due to the rig's upgrade not being  completed  until November 1998.  Improvement
during the quarter in revenues  earned by the RICHMOND was due to an increase in
dayrates;  however, the level of dayrates for the first half of fiscal 2000 were
not as high as the  first  half of  fiscal  1999,  accounting  for the  RICHMOND
year-to-date  decline in revenues.  The ATWOOD SOUTHERN CROSS is currently being
mobilized to the  Mediterranean  Sea to commence a short drilling  program after
being idle since September  1998. The VICKSBURG  worked the entire first half of
fiscal 2000  compared to having some idle days at the  beginning  of fiscal 1999
while  completing  its upgrade,  accounting for its increase in revenues for the
first half of fiscal 2000;  however,  revenues declined during the quarter ended
March  31,  2000  compared  to the same  period  in 1999 due to a  reduction  in
contract  dayrate.  When the ATWOOD EAGLE commenced working in the Mediterranean
Sea in 1998,  its dayrate  was  $115,000,  compared to a dayrate  during 2000 of
approximately $50,000.  Besides a dayrate reduction,  the decline in revenues is
also  attributable  to the rig being idle in January  while  undergoing  a water
depth upgrade. RIG-200 and RIG-19 are available for contract since becoming idle
in June and September 1999,  respectively.  As a result of a decline in drilling
activities  on the GOODWYN 'A' and NORTH  RANKIN 'A'  platforms,  the  Company's
management activities related to these platforms have also declined resulting in
less revenues being received and less costs being incurred.

         Contract  drilling  and  management  costs for the three months and six
months ended March 31, 2000 decreased 31% and 23%, respectively, compared to the
same periods in 1999. An analysis of contract  drilling and management  costs by
rig is as follows.


                                              CONTRACT DRILLING AND
                                                 MANAGEMENT COSTS
                                                  (In Millions)
                       ---------------------------------------------------------
                            Three Months Ended              Six Months Ended
                                March 31,                       March 31,
                       ----------------------------   ------------------------
                         2000      1999    Variance    2000     1999   Variance
                       ------     -----    --------   -----    -----   --------
SEAHAWK                 $ 1.9     $ 1.7       $ 0.2   $ 4.1    $ 3.4     $  0.7
RICHMOND                  1.5       1.4         0.1     2.8      3.1       (0.3)
ATWOOD HUNTER             2.4       2.4         0.0     5.2      5.0        0.2
ATWOOD FALCON             2.0       2.0         0.0     4.1      3.1        1.0
VICKSBURG                 1.3       1.4        (0.1)    2.8      1.7        1.1
ATWOOD SOUTHERN CROSS     1.1       1.2        (0.1)    2.1      2.6       (0.5)
RIG-200/RIG-19            0.0       2.2        (2.2)    0.1      4.3       (4.2)
ATWOOD EAGLE              1.5       4.0        (2.5)    4.2      7.5       (3.3)
GOODWYN 'A'/
NORTH RANKIN 'A'          0.4       1.7        (1.3)    0.8      3.4       (2.6)
OTHER                     0.6       0.5         0.1     0.9      1.0       (0.1)
                        -----     -----        ----   -----    -----      -----
                        $12.7     $18.5       $(5.8)  $27.1    $35.1      $(8.0)


         The increase in drilling costs for the SEAHAWK for the six months ended
March 31, 2000 is primarily due to additional costs incurred in December 1999 to
mobilize and prepare the rig for commencement of drilling  operations  following
its  required  upgrade for its  four-year  contract  extension.  The increase in
drilling  costs for the ATWOOD  FALCON and  VICKSBURG  for the six months  ended
March 31, 2000 is due to both rigs  working the entire first half of fiscal 2000
while  working  only a  portion  of the  first  quarter  of  fiscal  1999 due to
completing  their upgrades  during which no operating  costs were incurred.  The
decline  in  costs  for the  ATWOOD  SOUTHERN  CROSS  is due to a  reduction  in
personnel  costs due to its idle status  through the first half of fiscal  2000.
Operating  costs on the ATWOOD  SOUTHERN  CROSS during the second half of fiscal
2000 will increase with its return to work. The reduction in operating costs for
the ATWOOD  EAGLE was due to no operating  costs being  incurred in January 2000
when the rig was in a shipyard for its water depth  upgrade and due to a general
overall decline in maintenance and some personnel costs.  RIG-200 and RIG-19 are
currently stacked on land in Australia with very little costs being incurred.

         The Company does not recognize  depreciation  expense during a period a
rig is out of service for a significant  upgrade.  The ATWOOD FALCON,  VICKSBURG
and SEAHAWK had some reduction in depreciation  expense in 1999 due to upgrades,
accounting for the increase in depreciation in 2000.


<PAGE>




         A summary of the contract  status of the Company's  wholly or partially
owned drilling units as of May 10, 2000 is as follows:

<TABLE>

NAME OF RIG              LOCATION                     CONTRACT STATUS
- --------------------    ------------------------      -----------------------------------------------------------------
<S>                      <C>                          <C>

ATWOOD FALCON            Philippines                  Rig is under long-term contract which terminates in November 2001.

ATWOOD HUNTER            United States                Rig is under long-term contract which terminates in September 2000.
                         Gulf of Mexico

ATWOOD EAGLE             Mediterranean Sea            Rig is currently preparing to be moved to Egypt to commence a drilling
                                                      program which should keep the rig employed for the remainder of fiscal 2000.

VICKSBURG                India                        Rig is under term contract which terminates in December 2000.

SEAHAWK                  Malaysia                     Rig is currently drilling under a four-year contract extension period, with
                                                      a further option.

ATWOOD SOUTHERN CROSS    Mediterranean Sea            Rig is being mobilized to the Mediterranean Sea to commence a short-term
                                                      drilling program, with ongoing discussions for additional work.

RICHMOND                 United States                Upon completion of the current drilling program, the rig will be
                         Gulf of Mexico               moved to a shipyard for a minor upgrade.  Discussions are ongoing for
                                                      additional work following the rig's upgrade.

RIG-19                   Australia                    Rig is available for contract since it became idle in September 1999.

RIG-200                  Australia                    Rig is available for contract since it became idle in June 1999.

</TABLE>


<PAGE>





LIQUIDITY AND CAPITAL RESOURCES

         During  the first  half of fiscal  2000,  operating  cash flow  (before
changes in working capital and other assets and  liabilities)  was $25.7 million
compared to $28.6  million for the first half of fiscal  1999.  During the first
half of fiscal 2000, the Company utilized  internally  generated funds to invest
approximately  $10.0 million in completing the upgrade of the SEAHAWK, to invest
approximately  $7.9  million  in  the  upgrade  of the  ATWOOD  EAGLE,  to  fund
approximately  $3.1  million  of other  capital  expenditures,  in  addition  to
reducing  long-term  debt by $5 million.  Subsequently  to March 31,  2000,  the
Company has made an additional $3 million  reduction in long-term  debt,  with a
current  outstanding  balance of $46  million.  In June 2000, a minor $5 million
enhancement and refurbishment of the RICHMOND will be performed.  The Company is
also planning an additional $50 to $55 million future water depth upgrade to the
ATWOOD  EAGLE to enable  the rig to work in water  depths of 4,500 to 5,000 feet
from its current water depth capacity of 3,600 feet.

          The  Company  continues  to explore  the market  for  possible  growth
opportunities.  Further  reduction or increase in long-term  debt will depend on
identifying  investment  opportunities.  The Company will adjust planned capital
expenditures,  debt  repayment  and financing  requirements  in light of current
market conditions.


<PAGE>




                           PART II. OTHER INFORMATION
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES


ITEM 4.   Submission of Matters to a Vote of Security Holders

         The Company's  Annual Meeting of Shareholders  was held on February 10,
2000, at which the shareholders  voted on the election of six directors.  Of the
12,465,237  shares of Common Stock present in person or by proxy,  the number of
shares voted for or withheld in connection with the election of each director is
as follows:


NAME                                         CAST FOR            VOTES WITHHELD
- ------------------------                   -----------           --------------

Robert W. Burgess                           12,399,188                66,049

George S. Dotson                            12,308,888               156,349

Walter H. Helmerich III                     12,309,188               156,049

Hans Helmerich                              12,309,488               155,749

John R. Irwin                               12,309,688               155,549

William J. Morrissey                        12,397,388                67,849


ITEM 6. Reports on Form 8-K

         (a)      Exhibits
                  None

         (b)      Report on Form 8-K
                  None


<PAGE>



                                   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:  May 12, 2000            s/JAMES M. HOLLAND
                               James M. Holland
                               Senior Vice President
                               and Chief Accounting Officer



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<NAME>                                  ATWOOD OCEANICS, INC.
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