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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - GEOKINETICS INCa11-29887_18k.htm

Exhibit 99.1

 

GRAPHIC

NEWS RELEASE

 

Geokinetics Reports Third Quarter 2011 Financial Results

 

HOUSTON, TEXAS — November 14, 2011 — Geokinetics Inc. (NYSE Amex: GOK) today reported a loss applicable to common shareholders for the quarter ended September 30, 2011 of $44.4 million or $2.44 per basic and diluted share.  This compares to a loss applicable to common shareholders of $38.6 million, or $2.18 per basic and diluted share, for the quarter ended September 30, 2010.  Consolidated revenues for the three months ended September 30, 2011 totaled $206.0 million compared to $134.0 million for the comparable period in 2010, an increase of 54%.  Results for the quarter ended September 30, 2011 include a $40.0 million preliminary goodwill impairment charge, a $22.4 million gain from a change in the fair value of derivative liabilities and a pre-tax gain of $5.6 million related to the sale of a subsidiary that held a royalty interest in a Colombian oil and gas property.  The goodwill impairment charge represents the Company’s best estimate within the range of the estimated impairment loss; however, the Company expects to finalize its goodwill impairment analysis during the fourth quarter of 2011, which could result in an upward adjustment to the impairment charge already recorded.  Adjusted EBITDA (a non-GAAP financial measurement, defined below) increased to $36.9 million from $0.8 million for the same period of 2010.  Furthermore, backlog increased 3% sequentially to $761 million as of September 30, 2011.  The Company anticipates that approximately 29% of the backlog at September 30, 2011 will be completed in 2011 and 50% will be completed in 2012, with the remaining amount to be completed in 2013 and 2014.

 

Commentary

 

Richard F. Miles, President and Chief Executive Officer, commented, “Operating results improved on an annual and sequential basis across all business segments during the third quarter.  The improvements were primarily attributable to increased contribution from the multi-client data library business in the United States and higher asset utilization in certain international regions.  Despite these improvements, quarterly results were negatively impacted by start-up delays in Australia and the liftboat incident in the Bay of Campeche.  We recently received approval to restart the ocean-bottom-cable project in the Bay of Campeche, pending completion of vessel audits currently underway.  As such, recording is expected to recommence before the end of this month; however, due to the costs associated with the restart, we expect this project to negatively impact adjusted EBITDA in the fourth quarter.”

 

Geokinetics Inc. and Subsidiaries

Summary of Results

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

North America data acquisition

 

$

80,253

 

$

57,620

 

$

207,496

 

$

135,981

 

International data acquisition

 

123,519

 

74,491

 

325,288

 

216,585

 

Data processing

 

4,129

 

2,464

 

10,537

 

8,785

 

Eliminations

 

(1,849

)

(555

)

(4,084

)

(2,035

)

Total revenue

 

$

206,052

 

$

134,020

 

$

539,237

 

$

359,316

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

(52,102

)

(25,603

)

(101,536

)

(72,852

)

 

 

 

 

 

 

 

 

 

 

Net Loss

 

(42,105

)

(36,249

)

(110,312

)

(102,797

)

Preferred stock dividends and accretion costs

 

(2,333

)

(2,317

)

(6,807

)

(6,525

)

Loss applicable to common stockholders

 

$

(44,438

)

$

(38,566

)

$

(117,119

)

$

(109,322

)

 

 

 

 

 

 

 

 

 

 

For basic and diluted shares:

 

 

 

 

 

 

 

 

 

Loss per common share

 

$

(2.44

)

$

(2.18

)

$

(6.52

)

$

(6.31

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (as defined below)

 

$

36,920

 

$

757

 

$

64,815

 

$

(2,290

)

 

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Third Quarter 2011 Financial and Operating Highlights

 

North America Data Acquisition

 

·                  North America seismic data acquisition and multi-client data library sales revenues for the three months ended September 30, 2011 totaled $80.3 million compared to $57.6 million for the same period of 2010, an increase of 39%.  The increase in revenues was primarily the result of increased contribution from the multi-client data library business in the United States.  Multi-client data library licensing revenues totaled $38.8 million and $15.4 million for the three months ended September 30, 2011 and 2010, respectively, representing an increase of $23.4 million or 152%.

·                  Gross margin for the North America Data Acquisition segment was 56.7% for the quarter ended September 30, 2011, an increase from 32.0% for the comparable period of 2010.

·                  Backlog for the North American Data Acquisition segment at September 30, 2011 was $179 million, an increase of 43% sequentially.  Of the current backlog for this segment, $53 million is attributable to the multi-client business in the United States.  The Company expects to realize approximately 41% of the current backlog in this segment in the fourth quarter of 2011, which includes an estimated 46% of the multi-client backlog.

 

International Data Acquisition

 

·                  International seismic data acquisition revenues for the three months ended September 30, 2011 totaled $123.5 million, an increase of 66% from revenue of $74.5 million for the comparable period of 2010.  The increase in revenues was primarily attributed to increased activity due to improved market conditions or changes in the types of surveys performed in Malaysia, Brunei, Australia, Angola, Brazil, Bolivia and Mexico partially offset by a decrease in activity or changes in the types of surveys performed in Indonesia, Libya, Gabon, Cameroon, Colombia, Peru and Trinidad.

·                  Gross margin for the International Data Acquisition segment was 9.5% for the quarter ended September 30, 2011, an increase from 3.2% for the same period of 2010.

·                  Backlog for the International Data Acquisition segment at September 30, 2011 was $573 million, a decrease of 6% sequentially.  Of the current backlog for this segment, $340 million, or 59%, is with national oil companies (NOCs) or partnerships including NOCs.  Moreover, $255 million of the backlog for this segment is in shallow water transition zones and ocean-bottom-cable environments.  The Company expects to realize approximately 25% of the current backlog in this segment in the fourth quarter of 2011.

 

Data Processing & Integrated Reservoir Geoscience

 

·                  Data processing and integrated reservoir geoscience revenues increased 64% to $4.1 million for the three months ended September 30, 2011, from $2.5 million for the same period of 2010, primarily as a result of improved pricing and increased volume.

·                  Gross margin for the Data Processing & Integrated Reservoir Geoscience segment was 25.3% for the quarter ended September 30, 2011, an increase from 1.3% for the comparable period of 2010.

·                  Backlog for the Data Processing & Integrated Reservoir Geoscience segment at September 30, 2011 was $9 million, an increase of 7% sequentially.  The Company expects to realize approximately 45% of the current backlog in this segment in the fourth quarter of 2011.

 

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Other Expenses

 

·                  General and administrative expense increased to $21.3 million, or 10% of revenues, during the third quarter when compared to $20.1 million, or 15% of revenues, for the same period of 2010.  The dollar increase was primarily the result of higher salary expenses partially offset by a decrease in contract services costs and certain professional fees.

·                  Depreciation and amortization expense for the three months ended September 30, 2011 totaled $49.0 million as compared to $26.4 million for the same period of 2010.  The increase was primarily the result of the expansion of the multi-client data library.  Amortization of multi-client data for the three months ended September 30, 2011 and September 30, 2010 was $32.0 million and $7.0 million, respectively.

 

Financial Condition

 

·                  Cash, cash equivalents and restricted cash totaled $55.8 million as of September 30, 2011, of which $2.1 million was restricted cash and approximately $19.5 million is designated for multi-client purposes.

·                  The Company’s liquidity position remains challenged primarily due to delays in project commencements, low international asset utilization and the suspension of the ocean-bottom-cable contract in Mexico due to the liftboat incident.  In response to these events, the Company is in the process of evaluating strategic alternatives and is initiating actions designed to improve the liquidity position by giving priority to generating cash flows while maintaining their long-term commitment to providing high quality seismic data acquisition services. For additional discussion of the risks associated with the Company’s high levels of indebtedness and current liquidity issues, please see the discussion under “Risk Factors” in the Company’s 2010 Form 10-K and in Item 1A of Form 10-Q for the period ending September 30, 2011.

·                  Capital expenditures for 2011 are currently estimated at approximately $30 million, $20.8 million of which was spent year-to-date as of September 30, 2011, which includes $6.7 million for capital leases.  In addition, 2011 multi-client data library investments are currently anticipated to be approximately $80 million, $63.9 million of which was spent year-to-date as of September 30, 2011.  All of the expected multi-client investments have pre-funding levels in excess of 90% of their anticipated cash costs.

 

Third Quarter 2011 Average Crew Count Review and Fourth Quarter 2011 Outlook

 

 

 

3Q11

 

4Q11E

 

North America Data Acquisition

 

 

 

 

 

Land Proprietary

 

3.75

 

6.75

 

Land Multi-Client

 

4.75

 

2.75

 

 

 

8.50

 

9.50

 

 

 

 

 

 

 

International Data Acquisition (including Mexico)

 

 

 

 

 

Land Proprietary

 

6.75

 

7.25

 

Shallow Water (Ocean-Bottom-Cable/Transition Zone)

 

3.25

 

2.50

 

 

 

10.00

 

9.75

 

 

 

 

 

 

 

Total

 

18.50

 

19.25

 

 

Conference Call and Webcast Information

 

Geokinetics Inc. has scheduled a conference call for Tuesday, November 15, 2011, at 10:00 a.m. EST (9:00 a.m. CST).  To participate in the conference call, dial (866) 383-8119 for domestic callers, and (617) 597-5344 for international callers a few minutes before the call begins using pass code 46151973 and ask for the Geokinetics 3rd Quarter 2011 Earnings Conference Call.  A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until November 21, 2011. 

 

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To access the replay, dial (888) 286-8010 for domestic callers or (617) 801-6888 for international callers, in both cases using pass code 78905096.

 

The webcast may be accessed online through Geokinetics’ website at http://www.geokinetics.com in the Investors section.  A webcast archive will also be available at http://www.geokinetics.com shortly after the call and will be accessible for approximately 90 days.  For more information regarding the conference call, please contact Scott Zuehlke, Director of Investor Relations, by dialing 713-850-7600 or by email at scott.zuehlke@geokinetics.com.

 

Geokinetics Inc. is a leading provider of seismic data acquisition, seismic data processing services and multi-client seismic data to the oil and gas industry worldwide. Headquartered in Houston, Texas, Geokinetics is the largest Western contractor acquiring seismic data onshore and in transition zones in oil and gas basins around the world. Geokinetics has the crews, experience and capacity to provide cost-effective world class data to its international and North American clients. For more information on Geokinetics, visit http://www.geokinetics.com.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical facts, included in this earnings release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements.  These statements include but are not limited to statements about the business outlook for the year, backlog and bid activity, business strategy, related financial performance and statements with respect to future events.  These statements are based on certain assumptions made by Geokinetics based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, job delays or cancellations, reductions in oil and gas prices, the continued disruption in worldwide financial markets, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company’s reports filed with the Securities and Exchange Commission. Backlog consists of written orders and estimates of Geokinetics’ services which it believes to be firm, however, in many instances, the contracts are cancelable by customers so Geokinetics may never realize some or all of its backlog which may lead to lower than expected financial performance.

 

Although Geokinetics believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will be correct.  All of Geokinetics’ forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements.  Any forward-looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

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Geokinetics Inc. and Subsidiaries

GAAP Reconciliation

(In thousands, except per share amounts)

(Unaudited)

 

The Company defines Adjusted EBITDA as Net Income (Loss) before Interest, Taxes, Other Income (Expense) (including foreign exchange gains/losses, loss on early redemption of debt, gains/losses from changes in fair value of derivative liabilities and other income/expense), Goodwill Impairment and Depreciation and Amortization.  “Adjusted EBITDA”, as used and defined by the Company, may not be comparable to similarly titled measures employed by other companies and is not a measure of financial performance calculated in accordance with Generally Accepted Accounting Principles (GAAP).  Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by or used in operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.  See below for reconciliation from Loss Applicable to Common Stockholders to Adjusted EBITDA amounts referred to above:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Loss applicable to common stockholders

 

$

(44,438

)

$

(38,566

)

$

(117,119

)

$

(109,322

)

Preferred stock dividends and accretion costs

 

2,333

 

2,317

 

6,807

 

6,525

 

Net loss

 

(42,105

)

(36,249

)

(110,312

)

(102,797

)

Provision for income taxes

 

1,882

 

311

 

4,710

 

2,625

 

Interest expense, net of interest income

 

10,951

 

9,560

 

35,041

 

28,578

 

Other (income) expense, net (as defined above)

 

(22,830

)

775

 

(30,975

)

(1,258

)

Goodwill impairment

 

40,000

 

 

40,000

 

 

Depreciation and amortization(1)

 

49,022

 

26,360

 

126,351

 

70,562

 

Adjusted EBITDA

 

$

36,920

 

$

757

 

$

64,815

 

$

(2,290

)

 


(1)          Includes $32.0 million, $7.0 million, $71.4 million and $17.4 million, respectively, in amortization expense related to multi-client data library.

 

5



 

Geokinetics Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

53,653

 

$

42,851

 

Accounts receivable, net

 

158,509

 

165,323

 

Other current assets

 

45,834

 

44,511

 

Total current assets

 

257,996

 

252,685

 

 

 

 

 

 

 

Property and equipment, net

 

226,935

 

266,404

 

Goodwill

 

92,376

 

131,299

 

Multi-client data library, net

 

50,151

 

53,212

 

Other assets, net

 

22,850

 

21,564

 

Total assets

 

$

650,308

 

$

725,164

 

 

 

 

 

 

 

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

78,696

 

$

65,417

 

Other accrued and current liabilities

 

154,068

 

142,862

 

Total current liabilities

 

232,764

 

208,279

 

 

 

 

 

 

 

Long-term debt and capital lease obligations, net of current portion

 

349,945

 

319,284

 

Mandatorily redeemable preferred stock

 

51,021

 

45,265

 

Other liabilities

 

24,948

 

55,562

 

Total liabilities

 

658,678

 

628,390

 

 

 

 

 

 

 

Mezzanine equity:

 

 

 

 

 

Preferred stock, Series B Senior Convertible, $10.00 par value; 2,500,000 shares authorized, 343,082 shares issued and outstanding at September 30, 2011 and 319,174 shares issued and outstanding at December 31, 2010

 

80,995

 

74,987

 

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

(89,365

)

21,787

 

Total liabilities, mezzanine and stockholders’ equity

 

$

650,308

 

$

725,164

 

 

6



 

Geokinetics Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

206,052

 

$

134,020

 

$

539,237

 

$

359,316

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Direct operating expenses

 

147,811

 

113,171

 

418,998

 

300,444

 

Depreciation and amortization

 

49,022

 

26,360

 

126,351

 

70,562

 

General and administrative

 

21,321

 

20,092

 

55,424

 

61,162

 

Goodwill impairment

 

40,000

 

 

40,000

 

 

Total expenses

 

258,154

 

159,623

 

640,773

 

432,168

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(52,102

)

(25,603

)

(101,536

)

(72,852

)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(10,951

)

(9,560

)

(35,041

)

(28,578

)

Gain (loss) from change in fair value of derivative liabilities

 

22,409

 

(3,454

)

31,381

 

1,370

 

Other, net

 

421

 

2,679

 

(406

)

(112

)

Total other income (expense), net

 

11,879

 

(10,335

)

(4,066

)

(27,320

)

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(40,223

)

(35,938

)

(105,602

)

(100,172

)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

1,882

 

311

 

4,710

 

2,625

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

(42,105

)

(36,249

)

(110,312

)

(102,797

)

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends and accretion costs

 

(2,333

)

(2,317

)

(6,807

)

(6,525

)

 

 

 

 

 

 

 

 

 

 

Loss applicable to common stockholders

 

$

(44,438

)

$

(38,566

)

$

(117,119

)

$

(109,322

)

 

 

 

 

 

 

 

 

 

 

For Basic and Diluted Shares:

 

 

 

 

 

 

 

 

 

Loss per common share

 

$

(2.44

)

$

(2.18

)

$

(6.52

)

$

(6.31

)

Weighted average common shares outstanding

 

18,225

 

17,698

 

17,964

 

17,337

 

 

7



 

Geokinetics Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

OPERATING ACTIVITIES

 

 

 

 

 

Net loss

 

$

(110,312

)

$

(102,797

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

126,351

 

70,562

 

Goodwill impairment

 

40,000

 

 

Loss on prepayment of debt, amortization of deferred financing costs, and accretion of debt discount

 

4,789

 

5,613

 

Change in fair value of derivative liabilities

 

(31,381

)

(1,370

)

Other, net

 

(1,979

)

2,680

 

Changes in operating assets and liabilities:

 

 

 

 

 

Changes in operating assets

 

2,598

 

55,109

 

Changes in operating liabilities

 

29,518

 

9,193

 

Net cash provided by operating activities

 

59,584

 

38,990

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

Investment in multi-client data library

 

(63,888

)

(30,637

)

Acquisition of PGS Onshore, net of cash acquired

 

 

(180,832

)

Purchases and acquisition of property and equipment

 

(14,031

)

(40,999

)

Change in restricted cash held for purchase of PGS Onshore

 

 

303,803

 

Other, net

 

5,972

 

(2,085

)

Net cash provided by (used in) investing activities

 

(71,947

)

49,250

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from issuance of debt

 

60,348

 

26,000

 

Payments on debt

 

(33,000

)

(44,864

)

Other, net

 

(4,183

)

(25,780

)

Net cash provided by (used in) financing activities

 

23,165

 

(44,644

)

 

 

 

 

 

 

Net increase in cash

 

10,802

 

43,596

 

Cash at beginning of year

 

42,851

 

10,176

 

Cash at end of period

 

$

53,653

 

$

53,772

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash disclosures:

 

 

 

 

 

Interest paid

 

$

18,499

 

$

15,355

 

Income taxes paid

 

4,144

 

11,386

 

Non-cash disclosures:

 

 

 

 

 

Capitalized depreciation on multi-client data library

 

4,491

 

709

 

Purchases of property and equipment under capital lease obligations

 

6,743

 

 

Deferred financing costs paid in common stock

 

3,980

 

 

 

Contact:

Scott M. Zuehlke

Director of Investor Relations

Geokinetics

(713) 850-7600

 

8