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 Report (Date of earliest event reported) February 15, 2005
(February 11, 2005)
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TODCO
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(Exact name of registrant as specified in its charter)
Delaware 1-31983 76-0544217
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 W. Sam Houston Parkway South, Suite 800, Houston, Texas 77042-3615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 278-6000
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(Former name or former address, if changed since last report)
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 204.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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The Registrant hereby incorporates by reference into this Item 2.02 the
press release issued by TODCO on February 15, 2005 with respect to its fourth
quarter 2004 earnings. The press release is furnished as Exhibit 99.1. The
information contained in this Item 2.02 is being furnished pursuant to General
Instruction B.2. of Form 8-K and shall not be deemed to be filed.
The registrant has presented EBITDA in the press release incorporated
herein, which is a "non-GAAP" financial measure under Regulation G of the rules
and regulations of the SEC. The components of EBITDA are computed by using
amounts which are determined in accordance with GAAP. As part of the press
release information the registrant has provided a reconciliation of EBITDA to
net loss from continuing operations which is the nearest comparable GAAP
financial measure. However, because EBITDA is not based on any standardized
methodology prescribed by GAAP, it is not necessarily comparable to similar
measures presented by other companies. The registrant included EBITDA in the
press release because it believes EBITDA provides investors additional
information to assist them in assessing the registrant's business and
performance in comparison to other industry participants.
ITEM 2.06. MATERIAL IMPAIRMENT
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In December 2004, the Company decided to decommission its three Venezuelan Lake
Barges, Rigs 40, 42 and 43 and to salvage any remaining useable equipment. Based
on a third party evaluation, management determined on February 11, 2005 that the
remaining value of the rigs after decommissioning is $2.8 million less than the
recorded net book value of the barge rigs. As such, the Company reported a $2.8
million non-cash charge against earnings for the quarter ended December 31,
2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
Exhibit number Description
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99.1 Press release issued by TODCO dated February 15, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TODCO
By: /s/ T. Scott O'Keefe
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T. Scott O'Keefe
Senior Vice President &
Chief Financial Officer
Dated: February 15, 2005
EXHIBIT INDEX
Exhibit number Description
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99.1 Press release issued by TODCO dated February 15, 2005