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): August 2, 2002
SEITEL, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14488 76-0025431
---------------------------- --------------- ----------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
50 Briar Hollow Lane, 7th Floor, West Building, Houston, TX 77027
----------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 881-8900
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On August 2, 2002, pursuant to the terms of a Purchase and Sale Agreement,
dated July 3, 2002 (the "Agreement"), by and between DDD Energy, Inc. ("DDD
Energy"), a wholly owned subsidiary of Seitel, Inc. ("Seitel" or the "Company")
involved in the direct exploration and production of oil and gas, and Rising
Star Energy, L.L.C. ("Rising Star"), the Company completed its sale of a
majority of the assets of DDD Energy to Rising Star for cash proceeds of $23.8
million. The Agreement also grants Rising Star the option, exercisable within 30
days of closing, to purchase additional assets of DDD Energy for up to $15
million, or to enter into a joint venture with the Company related to these
additional assets. If Rising Star elects to exercise its option to enter into a
joint venture with Seitel under the terms of the Agreement, the joint venture
agreement, subject to mutual agreement between the parties, may provide for (a)
Seitel to contribute all of its remaining oil and gas assets to the joint
venture and (b) a process requiring Rising Star to present an offer to Seitel to
(i) purchase Seitel's interest in the joint venture or (ii) sell Rising Star's
interest in the joint venture to Seitel. In either case, this process would
conclude by December 31, 2002. Seitel intends to completely divest itself of any
remaining oil and gas assets (including, if applicable, Seitel's interest in any
such joint venture) that are not sold to Rising Star by September 2, 2002, by
selling such assets to one or more third parties as promptly as possible, and in
no event, later than June 30, 2003.
In connection with the completion of the foregoing disposition of assets,
the Company issued the press release filed herewith as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
SEITEL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002
(In thousands, except share and per share amounts)
Historical Historical Pro Forma Pro Forma
Seitel E&P Group Adjustment Seitel
---------- ----------- ----------- ------------
ASSETS
Cash and cash equivalents $ 7,169 $ - $ 21,198(a) $ 28,367
Receivables
Trade, net 41,411 - - 41,411
Notes and other, net 660 - - 660
Net seismic data library 415,968 - - 415,968
Net other property and equipment 22,366 - - 22,366
Oil and gas operations held for sale 32,075 (32,075) - -
Investment in marketable securities 1,341 - - 1,341
Deferred income taxes 18,839 - - 18,839
Prepaid expenses, deferred charges and other 11,367 - - 11,367
--------- -------- -------- --------
TOTAL ASSETS $ 551,196 $(32,075) $ 21,198 $540,319
========= ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 42,559 $ - $ (6,130)(a) $ 36,429
Income taxes payable 1,082 - - 1,082
Oil and gas operations held for sale 4,747 (4,747) - -
Debt
Senior notes 255,000 - - 255,000
Line of credit 770 - - 770
Term loans 10,210 - - 10,210
Financial guaranty 540 - - 540
Obligations under capital leases 8,616 - - 8,616
Deferred revenue 75,321 - - 75,321
--------- --------- -------- ---------
TOTAL LIABILITIES 398,845 (4,747) (6,130) 387,968
--------- --------- -------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; authorized
5,000,000 shares; none issued - - - -
Common stock, par value $.01 per share; authorized
50,000,000 shares; issued and outstanding
25,811,601 258 - - 258
Additional paid-in capital 166,465 - - 166,465
Retained earnings (deficit) (6,542) (27,328) 27,328(a) (6,542)
Treasury stock, 435,918 shares at cost (5,373) - - (5,373)
Notes receivable from officers and employees (2,285) - - (2,285)
Accumulated other comprehensive loss (172) - - (172)
--------- --------- -------- ---------
TOTAL STOCKHOLDERS' EQUITY 152,351 (27,328) 27,328 152,351
--------- --------- -------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 551,196 $ (32,075) $ 21,198 $ 540,319
========= ========= ======== =========
The accompanying notes are an integral part of these unaudited pro forma
consolidated financial statements.
SEITEL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31, 2001
(In thousands, except per share amounts)
Historical Historical Pro Forma Pro Forma
Seitel E&P Group Adjustments Seitel
---------- ---------- ----------- ---------
REVENUE $ 136,329 $ 21,091 $ - $ 115,238
EXPENSES
Depreciation, depletion and amortization 60,713 10,802 11,145(b) 61,056
Impairment of oil and gas properties 40,433 40,433 - -
Cost of sales 5,465 4,269 - 1,196
Selling, general and administrative expenses 36,828 3,208 - 33,620
Special charges 1,265 - - 1,265
--------- --------- --------- ---------
144,704 58,712 11,145 97,137
--------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS (8,375) (37,621) (11,145) 18,101
Interest expense, net (13,102) (39) 1,984(c) (11,079)
--------- --------- --------- ---------
Income (loss) before provision for income taxes (21,477) (37,660) (9,161) 7,022
(Benefit) provision for income taxes (6,484) (13,181) (3,206)(d) 3,491
--------- --------- --------- ---------
Net income (loss) $ (14,993) $ (24,479) $ (5,955) $ 3,531
========= ========= ========= =========
Net income (loss) per common share (basic and diluted) $ (.60) $ .14
========= =========
Weighted average number of common and
common equivalent shares (basic and diluted) 24,986 24,986
========= =========
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
SEITEL, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended June 30, 2002
(In thousands, except per share amounts)
Historical Pro Forma Pro Forma
Seitel Adjustments Seitel
---------- ----------- ------------
REVENUE $ 69,615 $ - $ 69,615
EXPENSES
Depreciation, depletion and amortization 38,161 - 38,161
Cost of sales 230 - 230
Selling, general and administrative 25,946 - 25,946
Impairment of seismic data library 25,696 - 25,696
Special charges 8,787 - 8,787
---------- ---------- ----------
98,820 - 98,820
---------- ---------- ----------
LOSS FROM OPERATIONS (29,205) - (29,205)
Interest expense, net (10,184) 975(c) (9,209)
Loss on sale of marketable securities (82) - (82)
---------- ---------- ----------
Income (loss) from continuing operations before provision for income
taxes and cumulative effect of change in accounting principle (39,471) 975 (38,496)
Provision (benefit) for income taxes (12,155) 341(d) (11,814)
---------- ---------- ----------
Income (loss) from continuing operations before cumulative
effect of change in accounting principle $ (27,316) $ 634 $ (26,682)
========== ========== ==========
Net loss from continuing operations before cumulative effect
of change in accounting principle per share basic and diluted: $ (1.08) $ (1.06)
========== ==========
Weighted average number of common and common equivalent shares
(basic and diluted): 25,223 25,223
========== ==========
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
SEITEL, INC. AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
Note A - Disposition of E&P Group
Seitel, Inc. ("Seitel" or the "Company") conducts direct oil and gas exploration
and production operations through DDD Energy, Inc. ("DDD Energy") and one other
wholly owned subsidiary, which are hereinafter referred to collectively as the
"E&P Group."
In June 2002, the Board of Directors of Seitel unanimously adopted a plan to
dispose of the Company's oil and gas operations by sale. On August 2, 2002,
pursuant to the terms of a Purchase and Sale Agreement, dated July 3, 2002 (the
"Agreement"), by and between DDD Energy, Inc. ("DDD Energy"), a wholly owned
subsidiary of Seitel, Inc., and Rising Star Energy, L.L.C. ("Rising Star"), the
Company completed its sale of a majority of the assets of DDD Energy to Rising
Star for cash proceeds of $23.8 million. The $23.8 million received by Seitel on
August 2, 2002 represents consideration for certain of DDD Energy's assets and
reimbursement to Seitel of certain capital expenditures that Seitel made prior
to closing. Additionally, the consideration paid is subject to adjustment within
90 days of closing. The Agreement also grants Rising Star the option,
exercisable within 30 days of closing, to purchase additional assets of DDD
Energy for up to $15 million, or to enter into a joint venture with the Company
related to these additional assets. If Rising Star elects to exercise its option
to enter into a joint venture with Seitel under the terms of the Agreement, the
joint venture agreement, subject to mutual agreement between the parties, may
provide for (a) Seitel to contribute all of its remaining oil and gas assets to
the joint venture and (b) a process requiring Rising Star to present an offer to
Seitel to (i) purchase Seitel's interest in the joint venture or (ii) sell
Rising Star's interest in the joint venture to Seitel. In either case, this
process would conclude by December 31, 2002. Seitel intends to completely divest
itself of any remaining oil and gas assets (including, if applicable, Seitel's
interest in any such joint venture) that are not sold to Rising Star by
September 2, 2002, by selling such assets to one or more third parties as
promptly as possible, and in no event, later than June 30, 2003.
As discussed above, the Company sold the majority of the assets of DDD Energy,
which constituted the substantial majority of the E&P Group's operations, on
August 2, 2002. The DDD Energy assets that were sold comprised approximately
95% and 89% of the E&P Group's 2001 revenues and assets as of June 30, 2002,
respectively. As discussed above, Rising Star has an option, which expires on
September 2, 2002, to purchase or otherwise acquire the remaining assets of DDD
Energy, Inc. and the assets of another oil and gas subsidiary of Seitel. If
Rising Star does not acquire the remaining assets of the E&P Group pursuant to
its option, the Company intends to dispose of such remaining assets by sale
prior to June 30, 2003. Due to (a) the Company's inability to determine with
precision which and how many assets, if any, will be acquired by Rising Star
pursuant to its option, (b) the insignificance of the assets that remain after
the August 2, 2002 closing and (c) the determination by the Company and
probability that any remaining E&P Group assets will be promptly divested, the
accompanying unaudited pro forma condensed consolidated financial statements
assume the disposition of all of the E&P Group. Accordingly, the Company has
assumed, in the accompanying unaudited pro forma condensed consolidated
financial statements, that the disposition yielded the Company total cash
consideration of approximately $27.3 million, which represents the $23.8 million
received by the Company in connection with the August 2, 2002 closing plus the
estimated fair value of the remaining assets of the E&P Group. Due to the
inherent uncertainty with respect to (a) if, how and to what extent Rising Star
exercises its option, and (b) the manner in which the Company may sell any
remaining assets, the cash proceeds that the Company ultimately receives as
consideration for the E&P Group may differ from $27.3 million.
Note B - Basis of Presentation
The accompanying unaudited pro forma condensed consolidated financial statements
are based on adjustments to the historical condensed consolidated financial
statements of Seitel to give effect to the disposition of the E&P Group. The
Company's financial statements have been prepared on a basis that assumes the
Company will continue as a going concern. The Company is not in compliance with
various covenants in its debt agreements. The independent auditors' report on
the Company's 2001 financial statements contains a "going concern" qualification
based on the Company's non-compliance with its debt agreements, which indicates
their belief that there is substantial doubt about the Company's ability to
continue to recover assets and satisfy liabilities in the normal course of
business. The Company's independent auditors have advised the Company that, if
its non-compliance with its debt agreements is not satisfactorily resolved, its
report relative to the Company's December 31, 2002 financial statements would
include a "going concern" qualification. The Company is working with its lenders
toward a long-term modification of the Senior Note Agreements, but there can be
no assurance that the Company will be successful in its negotiations. The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability of assets or the amounts of
liabilities that may result from the outcome of the uncertainty.
In its financial statements as of and for the six months ended June 30, 2002,
the Company reported the E&P Group as a discontinued operation under SFAS No.
144. In addition, the Company adopted a new accounting principle with respect to
the amortization of its created seismic database as of January 1, 2002. Pursuant
to Rule 11-02 of the Securities and Exchange Commission's Regulation S-X
regarding the preparation of pro forma financial statements, the accompanying
unaudited pro forma condensed consolidated statements of income do not include
(a) the loss from discontinued operations related to the E&P Group for the six
months ended June 30, 2002, or (b) the cumulative effect of a change in
accounting principle that the Company reported as of January 1, 2002, although
there is a pro forma adjustment to reflect the adoption of that change in
accounting principle as though it occurred as of the beginning of 2001. Under
the same Rule, the Company has not included a column to eliminate the income
statement of the E&P Group for the six months ended June 30, 2002 since the E&P
Group was reported as a discontinued operation by Seitel.
Certain information and notes normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States
have been omitted or condensed pursuant to the rules and regulations of the
Securities and Exchange Commission. The pro forma condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements of Seitel included in Seitel's Annual Report on Form 10-K/A
(Amendment No. 3) for the year ended December 31, 2001 and Seitel's Quarterly
Report on Form 10-Q for the three months ended June 30, 2002.
The unaudited pro forma condensed consolidated balance sheet assumes the E&P
Group disposition was consummated on June 30, 2002, and the unaudited pro forma
condensed consolidated statements of income assume the E&P Group disposition
occurred on January 1, 2001. The pro forma condensed consolidated statements of
income are not necessarily indicative of results that would have been obtained
had the disposition been consummated as of the beginning of each of the periods
presented, nor are they necessarily indicative of future operations.
Note C - Pro Forma Adjustments
The following is a summary of pro forma adjustments:
Consolidated balance sheet:
a. To reflect the assumed cash consideration of $27.3 million received by
Seitel from the disposition of the E&P Group and the application of a
portion of those proceeds to pay accrued interest as of June 30, 2002,
as required by the Noteholder Consent.
Consolidated statements of operations:
b. To reflect, in 2001, additional amortization expense attributable to
the change in accounting principle relative to the amortization of
created seismic data, which was adopted by the Company effective
January 1, 2002.
c. To reflect reduced interest expense from the use of $27.3 million of
assumed cash proceeds to reduce long-term debt outstanding at the
beginning of each of the periods. This long-term debt bore average
interest rates of 7.3% and 7.1% for the year ended December 31, 2001
and the six months ended June 30, 2002, respectively.
d. To reflect the income tax effect of the pro forma adjustments.
(c) Exhibits.
Exhibit 99.1 Press release of Seitel, Inc., dated August 5, 2002.
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.
SEITEL, INC.
Date: August 19, 2002 By: /s/ Kevin S. Fiur
---------------------------------
Name: Kevin S. Fiur
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit 99.1 Press release of Seitel, Inc., dated August 5, 2002.