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8-K - 01-06-2010 - GEOKINETICS INC | form8_k.htm |
EX-99.1 - PRESS RELEASE - GEOKINETICS INC | ex99_1.htm |
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Pritchard Capital Partners LLC
Energize 2010
January 6, 2010
Investor Presentation
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
2
Forward-Looking Statements
u This presentation contains forward-looking statements.
u All forward-looking statements speak only as of the date of this presentation or,
in the case of any document incorporated by reference, the date of that
document. All subsequent written and oral forward-looking statements
attributable to the company or any person acting on the company’s behalf are
qualified by the cautionary statements in this section. The company does not
undertake any obligation to update or publicly release any revisions to forward-
looking statements to reflect events, circumstances or changes in expectations
after the date of this report.
in the case of any document incorporated by reference, the date of that
document. All subsequent written and oral forward-looking statements
attributable to the company or any person acting on the company’s behalf are
qualified by the cautionary statements in this section. The company does not
undertake any obligation to update or publicly release any revisions to forward-
looking statements to reflect events, circumstances or changes in expectations
after the date of this report.
u Actual experience may differ and such differences may be material.
u Backlog consists of written orders and estimates for our services which we
believe to be firm. In many instances contracts are cancelable by customers so
we may never realize some or all of our backlog, which may lead to lower than
expected financial performance.
believe to be firm. In many instances contracts are cancelable by customers so
we may never realize some or all of our backlog, which may lead to lower than
expected financial performance.
u Forward-looking statements are subject to uncertainties and risks which are
disclosed in Geokinetics’ Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q.
disclosed in Geokinetics’ Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q.
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
3
GOK Market Data
u Leading provider of seismic data acquisition, processing and
interpretation services to the oil & gas industry worldwide
interpretation services to the oil & gas industry worldwide
Market Data (at 12/29/2009)
• Exchange/Ticker: NYSE Amex: GOK
• Market Capitalization: $152.8 MM
• Enterprise Value: $273.7 MM*
Trading Data (at 12/29/2009)
• Common Shares O/S 15.6 MM
• Avg. Volume (90 day) 148,142 shs/day
• Institutional Ownership 57%
*Debt & Preferred Equity as of 9/30/09, Cash (including $2.0M of Restricted Cash) as of 9/30/09 adjusted for net
proceeds from December Equity Offering, excludes December Bond Offering & Related Cash Proceeds as these
are being held in Escrow pending closing of the PGS Onshore acquisition and will be returned if this acquisition
does not close
proceeds from December Equity Offering, excludes December Bond Offering & Related Cash Proceeds as these
are being held in Escrow pending closing of the PGS Onshore acquisition and will be returned if this acquisition
does not close
Institutional ownership as reported by Bigdough.
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Industry Dynamics
u NOC’s control as much as 94% of world’s oil and gas reserves
(Source: Oil & Gas Journal, February 2, 2009)
(Source: Oil & Gas Journal, February 2, 2009)
u Over 50% of Top 50 oil companies are NOC’s
(Source: Petroleum Intelligence Weekly)
(Source: Petroleum Intelligence Weekly)
u OPEC oil production is at its highest level since December 2008
u Technical advances such as 3-D seismic, hydraulic fracturing and horizontal
drilling are bringing new activity in regions with known hydrocarbon systems
drilling are bringing new activity in regions with known hydrocarbon systems
u U.S. shale plays still active and profitable, E&P expenditures expected to rise by
13% in 2010
13% in 2010
u U.S. projects generally focused on natural gas, while international projects are
mostly targeting oil prospects
mostly targeting oil prospects
u 45% of companies surveyed indicated an increase in 2010 exploration spending
u Increasing demand for seabed seismic data acquisition
(Transition Zone, Ocean Bottom Cable and 4D)
(Transition Zone, Ocean Bottom Cable and 4D)
Source: Barclays Capital - The Original E&P Spending Survey , December 16, 2009.
International Exploration and Production Expenditures ($B)
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
5
Expanding Capital Budgets
Source: Barclays Capital - The Original E&P Spending Survey , December 16, 2009.
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
6
Global Seismic Crew Count
Seismic Crew Data Source: IHS Energy.
1. Source: Barclays Capital - The Original E&P Spending Survey 12/16/2009
u International markets grew
to 81% of total market from 78%,
driven by NOCs and IOCs
primarily targeting oil
to 81% of total market from 78%,
driven by NOCs and IOCs
primarily targeting oil
u U.S. and Canadian markets
declined to 19% of total market
from 22%
declined to 19% of total market
from 22%
u U.S. E&P spending in 2010
expected to increase 12%;
international E&P expected to
increase 10%, mostly due to
higher capital spending from
NOCs(1)
expected to increase 12%;
international E&P expected to
increase 10%, mostly due to
higher capital spending from
NOCs(1)
u E&P companies announcing
increase in percent of budget
allocated to exploration(1)
increase in percent of budget
allocated to exploration(1)
u Global presence provides
ability to redeploy assets
to best markets
ability to redeploy assets
to best markets
Region |
Oct-2008 |
Oct-2009 |
Change |
U.S. |
70 |
61 |
-9 |
Canada |
10 |
8 |
-2 |
U.S. & Canada |
80 |
69 |
-11 |
Europe |
45 |
32 |
-13 |
CIS |
48 |
45 |
-3 |
Latin America |
33 |
35 |
+2 |
Africa |
66 |
70 |
+4 |
Middle East |
33 |
33 |
- |
Far East |
63 |
70 |
+7 |
Outside U.S. & Canada |
288 |
285 |
-3 |
World Total |
368 |
354 |
-14 |
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
7
Geophysical Market - Competitive Landscape
Company |
Data Acquisition |
M-C Data Library |
Data Proc & Interp |
Eqpmt. |
Land Seismic Crews | ||||
Marine
Streamer |
Land |
TZ |
OBC |
Intl |
North Amer. | ||||
Geokinetics (Pro Forma) |
|
ü |
ü |
ü |
ü |
ü |
|
ü |
ü |
Dawson |
|
ü |
|
|
|
ü |
|
|
ü |
Tidelands |
|
ü |
ü |
|
|
|
|
|
ü |
PGS (Pro Forma) |
ü |
|
|
|
ü |
ü |
|
|
|
BGP |
ü |
ü |
ü |
|
|
ü |
ü |
ü |
|
CGGVeritas (Sercel) |
ü |
ü |
ü |
ü |
ü |
ü |
ü |
ü |
ü |
WesternGeco (Schlumberger) |
ü |
ü |
ü |
ü |
ü |
ü |
ü |
ü |
|
Global Geophysical |
|
ü |
ü |
ü |
ü |
ü |
|
ü |
ü |
Seitel |
|
|
|
|
ü |
|
|
|
|
Mitcham |
|
|
|
|
|
|
ü |
|
|
ION Geophysical |
|
|
|
|
ü |
ü |
ü |
|
|
Bolt Technologies |
|
|
|
|
|
|
ü |
|
|
OYO Geospace |
|
|
|
|
|
|
ü |
|
|
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
8
Geokinetics Overview
u Leading provider of seismic data acquisition, processing and interpretation services to the oil & gas
industry worldwide
industry worldwide
u Provides seismic data acquisition services by collecting two-dimensional (2D), three-dimensional
(3D), and multi-component seismic data in land, marsh and swamp, and shallow water environments
on a contract basis for its customers
(3D), and multi-component seismic data in land, marsh and swamp, and shallow water environments
on a contract basis for its customers
u Provides a suite of onshore and offshore proprietary seismic data processing and interpretation
products and services to produce an image of the earth’s subsurface
products and services to produce an image of the earth’s subsurface
u Purpose-built vessels designed for cost-
effective mobilization by air, land or sea
effective mobilization by air, land or sea
§ Up to 65’ in length, ultra shallow draft
vessels
§ Capable of operating 150 ft. water depth
§ Four active crews
u Launched OBC operations Q4 2007
u First operator of Sercel SeaRay (2 systems)
u Offshore capabilities up to 500 ft. water depth
u Expanding OBC capabilities near-term
Leader in Transition Zone
Emerging OBC Market
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
9
Investment Highlights
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Leading Provider with a Global Market
Presence
Presence
Global Market Footprint - Infrastructure / Assets / People
u Fully trained, local management/technicians available in key markets /
Expertise shared globally
Expertise shared globally
u Can mobilize and move crews to the most active regions worldwide, as markets
dictate, to maximize utilization
dictate, to maximize utilization
u Use of common equipment increases productivity and cost savings
u Crews strategically located worldwide in regions offering long-term work
prospects
prospects
u International projects tend to be longer term, up to 2 years
u Many smaller jobs that can be consolidated to minimize downtime
10
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
11
Leading Provider with a Global Market
Presence
Presence
Significant backlog provides strong visibility for crew utilization into 2010
Geographic Revenue % Split
Significant international presence with backlog of ~$455.1 millions as of 9/30/09
* Backlog is pro forma for the acquisition of PGS Onshore
Backlog %
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Specialized Expertise in Difficult
Environments & Key High Growth Markets
u Ability to acquire land, shallow marine and transition zone seismic data
utilizing single component, dual sensor, 3C or 4C multi-component
technologies
utilizing single component, dual sensor, 3C or 4C multi-component
technologies
u Actively researches and implements emerging technologies and conventional
2D,3D, and in reservoir monitoring applications repeatable 4D surveys
2D,3D, and in reservoir monitoring applications repeatable 4D surveys
u Proven capabilities:
u Leader in single sensor,
dual sensor and multi-component acquisition
u All terrain, man-portable
and heli portable operations - mountains, plains,
arid desert, heavy forest, jungle, etc.
arid desert, heavy forest, jungle, etc.
u Shallow marine transitional
operations - marsh, swamp, lake, river,
coastal
coastal
12
Worldwide seismic capabilities for land, transition zone (TZ)
and emerging OBC market
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Acquisition of PGS Onshore Enhances
Capabilities and International Expertise
PGS Onshore Capabilities
u PGS Onshore engages in seismic operations on land, shallow water and
transition zones, including onshore multi-client library
transition zones, including onshore multi-client library
u As of September 2009, PGS Onshore had:
§ 13 crew capacity (9 active) in 10 countries
§ 3,514 data acquisition employees
§ ~84,000 channels
u Extensive PGS Onshore geographic capabilities include:
§ Desert - experience in severe desert conditions
in Middle East and Africa
§ Arctic - environmentally sensitive terrain
through its modern equipment
§ Mountain, Jungle and Swamp
§ Highland - high channel count capability
§ Transition Zone - “light tackle”
shallow marine, and transition zone surveys
u Multi-client data library contains over 5,500 square miles of 2D / 3D
seismic information covering the U.S.
seismic information covering the U.S.
13
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
14
Transaction Overview
Sources and Uses
u On December 3, 2009, Geokinetics Inc. (“Geokinetics”) signed a
definitive agreement to acquire the onshore seismic data
acquisition and multi-client data library business of Petroleum Geo
-Services ASA (“PGS Onshore”)
definitive agreement to acquire the onshore seismic data
acquisition and multi-client data library business of Petroleum Geo
-Services ASA (“PGS Onshore”)
u Purchase price of $210 million consisting of:
§ $183.9 million in cash consideration
§ $26.1 million common stock issued directly
to the seller (1)
u Highly accretive in 2010
u Financing of the acquisition and refinancing of current debt
outstanding includes:
outstanding includes:
§ 4.0 million Share Common Stock Equity Follow-On
§ $300 million Senior Secured Notes
(1) Reflects stock consideration based 2.15 million shares at an average price
of $12.11 per share.
of $12.11 per share.
(2) Includes expenses related to this note offering, the concurrent common
stock offering, the new senior secured revolving credit facility, the bridge
loan and the preferred stock restructuring.
stock offering, the new senior secured revolving credit facility, the bridge
loan and the preferred stock restructuring.
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Premier Global Seismic Company
|
1 |
Standalone |
|
Combined | ||
|
|
|
|
PGS Onshore |
|
The New |
Recording Channels (1) |
|
~120,000 |
|
~84,000 |
|
~204,000 |
Vibrator Equipment |
|
68 (2) |
|
84 (1) |
|
152 |
Crew Capacity |
|
25 (1) |
|
13 (1) |
|
38 |
Multi-Client Library Area |
|
742 sq. miles (3) |
|
5,500 sq. miles |
|
6,242 sq. miles |
Employees (1) |
|
4,077 |
|
|||
2008 EBITDA |
|
$65.0 |
|
$71.9 |
|
$136.9 (4) |
YTD 9/30/09 EBITDA |
|
$71.6 |
|
$9.2 |
|
$80.8 (4) |
Total Assets |
|
$459.5 |
|
$211.5 |
|
$755.4 (5) |
Backlog (9/30/09) |
|
$259 |
|
$196 |
|
$455 |
(1) As of September 2009.
(2) Reflects vibrator trucks only.
(3) Currently in process.
(4) Refer to reconciliation of EBITDA.
US$ millions
15
(5) Total reflects pro forma adjustments.
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Extensive Multi-Client Library
Source: PGS website.
Multi-Client Data Library
17
Willow Bend MC3D
35 square miles
Patrick Draw
290 square miles
Taloga
102 square miles
Wichita Mountain Front MC3D
3,000+ square miles
Ultra Deep Regional 2D
125 square miles
Hearne East and Flynn 3D
488 square miles
Crockett 3D
455 square miles
Key Creek North
505 square miles
High Density Alaska
Foothills
Foothills
500 square miles
Bradford County
742 square miles (1)
(1) In progress
PGS Onshore
Geokinetics
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
18
Strong Relationships with Diversified
Customer Base
Customer Base
Choice of Leading Operators - Geokinetics (Pro Forma)
u Long-standing relationships with major and independent oil and natural gas producers, as well as
national oil companies throughout the world
national oil companies throughout the world
– Broad distribution of revenue across customer
base
u No one customer represents more than 16% of total pro forma revenues
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Execution of Business Strategy Has Led to
History of Successful Growth
History of Successful Growth
Maintain focus and specialization in
profitable, high-potential markets
profitable, high-potential markets
19
Prudently invest in new and
technologically advanced equipment
technologically advanced equipment
Provide a broad range of services
Diversify operations geographically, oil
vs. gas, shallow water vs. land and other
services (Multi-Client and Data Process.)
vs. gas, shallow water vs. land and other
services (Multi-Client and Data Process.)
Actively pursue strategic acquisitions
u In becoming a leading global seismic provider, Geokinetics has been able to
execute its business strategy which has resulted in a history of successful growth
execute its business strategy which has resulted in a history of successful growth
Successful integration of past
acquisitions
acquisitions
Significant capital investment in assets
and technology
and technology
(Over $200M over the past three years)
Transition to more international and
technologically advanced model
technologically advanced model
Significant growth in revenues and
improvements in profitability
improvements in profitability
Enhanced asset utilization and
operating efficiency
operating efficiency
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Financial Highlights
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Historical and Pro Forma Financial
Performance
Performance
Historical and Pro Forma Revenue & EBITDA Trends
21
Source: Prospectus Supplement.
$357.7
$474.6
$388.6
$753.4
$530.2
$31.2
$65.0
$71.6
$136.9
$80.8
$0
$100
$200
$300
$400
$500
$600
$700
$800
2007A
2008A
YTD 9/30/09
2008 PF
YTD 9/30/09 PF
Revenues
EBITDA
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
22
Quarterly Results
Quarterly earnings can be uneven
u Seasonality primarily affects second quarter operations due to:
§ Canadian working season and thaw
§ Colombian rainy season
u Budgeting cycle of international companies
u Quarterly volatility reflects varying crew profitability due to fluctuations in size, job, location,
utilization of crews and the timing of crew moves
utilization of crews and the timing of crew moves
Quarterly Revenue ($MM)
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
23
Pro Forma Capitalization and Credit Statistics
Pro Forma Capitalization (9/30/09)
(1) Enterprise value as of 12/29/09 based on GOK stock price of $9.81. Stand
alone based on 10.8 million shares outstanding. Pro forma shares outstanding based on 10.8 million basic shares outstanding + 0.8
million shares issued to Avista + 4.0 million shares issued to the public + 2.2 million shares issued to PGS.
million shares issued to Avista + 4.0 million shares issued to the public + 2.2 million shares issued to PGS.
(2) Represents revolver availability ($58.8M and $50M on stand alone and PF basis, respectively, less amount outstanding, plus cash on the balance
sheet
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Geokinetics and PGS Onshore Capital
Expenditures and Multi-Client Investments
Expenditures and Multi-Client Investments
24
u In 2009, Geokinetics began investment in the Multi-Client data library
u Both GOK and PGS Onshore capex has fallen in line with drop in oil prices
u PGS Onshore has invested heavily over the past several years to develop its multi-client library in the
U.S.
Historical and Pro Forma Capital Expenditure and Multi-Client Investments
(US$ in millions)
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Synergies Discussion
25
$10 million in
annual synergies
Cost
Revenue
Growth
Platforms
Platforms
u After completion of the PGS Onshore acquisition, Geokinetics estimates preliminary annual synergies of $10
million
million
u Majority of the synergies to be driven by overlap and cost reductions
u Synergies will begin to be partially realized in Q2 of 2010
Procurement
Corporate marketing
Organizational overlap
Office overlap
Cross-sell
Market access
New technology commercialization
NYSE Amex: GOK - A World of Opportunities, Revealed
NYSE Amex: GOK - A World of Opportunities, Revealed
Thank you for your interest.
Investor Presentation