SEI-2013.03.31-10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________
FORM 10-Q
_______________________________________________
 (Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-10165
_______________________________________________
 SEITEL, INC.
(Exact name of registrant as specified in its charter)
_______________________________________________
Delaware
  
76-0025431
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
 
10811 S. Westview Circle Drive
Building C, Suite 100
Houston, Texas
  
77043
(Address of principal executive offices)
  
(Zip Code)


(713) 881-8900
(Registrant’s telephone number, including area code)
_______________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  ý    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “ accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
Non-accelerated filer
 
ý
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨    No  ý
As of May 7, 2013, there were 100 shares of the Company’s common stock outstanding, par value $.001 per share.
 


Table of Contents

INDEX
 
 
 
 
 
 
Page
PART  I.
 
 
 
 
 
 
 
 
 
 
 
PART  II.
 
 
 
Item 1A. Risk Factors
 
 
 
 
 
Item 6. Exhibits
 

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PART I—FINANCIAL INFORMATION
 
Item 1.
FINANCIAL STATEMENTS
SEITEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
 
 
(Unaudited)
March 31,
2013
 
December 31,
2012
ASSETS
 
 
 
Cash and cash equivalents
$
25,544

 
$
61,891

Receivables
 
 
 
Trade, net of allowance for doubtful accounts of $352 and $737, respectively
43,595

 
61,195

Notes and other, net of allowance for doubtful accounts of $988
2,101

 
2,143

Due from Seitel Holdings, Inc.
1,120

 
874

Seismic data library, net of accumulated amortization of $911,781 and $889,804, respectively
197,221

 
180,117

Property and equipment, net of accumulated depreciation and amortization of $13,755 and $13,461, respectively
4,651

 
4,818

Prepaid expenses, deferred charges and other
11,040

 
10,774

Intangible assets, net of accumulated amortization of $35,214 and $34,087, respectively
19,255

 
20,828

Goodwill
205,974

 
208,020

Deferred income taxes
84

 
84

TOTAL ASSETS
$
510,585

 
$
550,744

LIABILITIES AND STOCKHOLDER’S EQUITY
 
 
 
LIABILITIES
 
 
 
Accounts payable and accrued liabilities
$
53,122

 
$
62,783

Income taxes payable
972

 
4,134

Debt
 
 
 
Senior Notes
250,000

 
275,000

Notes payable
12

 
29

Obligations under capital leases
2,990

 
3,113

Deferred revenue
51,348

 
52,857

Deferred income taxes
2,896

 
2,470

TOTAL LIABILITIES
361,340

 
400,386

COMMITMENTS AND CONTINGENCIES

 

STOCKHOLDER’S EQUITY
 
 
 
Common stock, par value $.001 per share; 100 shares authorized, issued and outstanding at March 31, 2013 and December 31, 2012

 

Additional paid-in capital
398,998

 
398,772

Retained deficit
(270,397
)
 
(272,135
)
Accumulated other comprehensive income
20,644

 
23,721

TOTAL STOCKHOLDER’S EQUITY
149,245

 
150,358

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
$
510,585

 
$
550,744


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

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SEITEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands)
 
  
Three Months Ended
March 31,
 
2013
 
2012
REVENUE
$
51,351

 
$
72,547

EXPENSES:
 
 
 
Depreciation and amortization
29,338

 
39,384

Cost of sales
39

 
97

Selling, general and administrative
7,387

 
8,092

 
36,764

 
47,573

INCOME FROM OPERATIONS
14,587

 
24,974

Interest expense, net
(9,315
)
 
(7,219
)
Foreign currency exchange gains (losses)
(647
)
 
411

Loss on early extinguishment of debt
(1,504
)
 

Other income
1

 
81

Income before income taxes
3,122

 
18,247

Provision for income taxes
1,384

 
3,541

NET INCOME
$
1,738

 
$
14,706

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



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SEITEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(In thousands)
 
  
Three Months Ended
March 31,
 
2013
 
2012
Net income
$
1,738

 
$
14,706

Unrealized gains on securities held as available for sale, net of tax

 
85

Foreign currency translation adjustments
(3,077
)
 
2,556

Comprehensive income (loss)
$
(1,339
)
 
$
17,347

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


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SEITEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (Unaudited)
(In thousands, except share amounts)
 
 
 
 
Additional
Paid-In
Capital
 
Retained
Deficit
 
Accumulated
Other
Comprehensive
Income
 
Common Stock
 
 
Shares
 
Amount
 
Balance, December 31, 2012
100

 
$

 
$
398,772

 
$
(272,135
)
 
$
23,721

Amortization of stock-based compensation costs

 

 
226

 

 

Net income

 

 

 
1,738

 

Foreign currency translation adjustments

 

 

 

 
(3,077
)
Balance, March 31, 2013
100

 
$

 
$
398,998

 
$
(270,397
)
 
$
20,644

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


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SEITEL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)


  
Three Months Ended
March 31,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Reconciliation of net income to net cash provided by operating activities:
 
 
 
Net income
$
1,738

 
$
14,706

Depreciation and amortization
29,338

 
39,384

Loss on early extinguishment of debt
1,504

 

Deferred income tax provision
523

 
1,065

Foreign currency exchange losses (gains)
647

 
(411
)
Amortization of deferred financing costs
502

 
492

Amortization of stock-based compensation
226

 
73

Amortization of favorable facility lease

 
72

Non-cash revenue
(635
)
 
(2,115
)
Decrease (increase) in receivables
17,520

 
(1,092
)
Decrease (increase) in other assets
287

 
(543
)
Increase (decrease) in deferred revenue
(1,146
)
 
985

Decrease in accounts payable and other liabilities
(15,092
)
 
(7,534
)
Net cash provided by operating activities
35,412

 
45,082

Cash flows from investing activities:
 
 
 
Cash invested in seismic data
(40,132
)
 
(56,420
)
Cash paid to acquire property, equipment and other
(336
)
 
(250
)
Advances to Seitel Holdings, Inc.
(246
)
 
(4
)
Net cash used in investing activities
(40,714
)
 
(56,674
)
Cash flows from financing activities:
 
 
 
Issuance of 9½% Senior Notes
250,000

 

Repayment of 9.75% Senior Notes
(275,000
)
 

Principal payments on notes payable
(17
)
 
(16
)
Principal payments on capital lease obligations
(62
)
 
(42
)
Costs of debt transactions
(5,822
)
 

Net cash used in financing activities
(30,901
)
 
(58
)
Effect of exchange rate changes
(144
)
 
171

Net decrease in cash and cash equivalents
(36,347
)
 
(11,479
)
Cash and cash equivalents at beginning of period
61,891

 
74,894

Cash and cash equivalents at end of period
$
25,544

 
$
63,415

Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
18,253

 
$
13,475

Income taxes, net of refunds received
$
3,770

 
$
1,462

Supplemental schedule of non-cash investing and financing activities:
 
 
 
Additions to seismic data library
$
2,716

 
$
709

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

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SEITEL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
March 31, 2013

NOTE A-BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Seitel, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Certain reclassifications have been made to the amounts in the prior year's financial statements to conform to the current year's presentation. In preparing the Company’s financial statements, a number of estimates and assumptions are made by management that affect the accounting for and recognition of assets, liabilities, revenues and expenses. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for any other quarter of 2013 or for the year ending December 31, 2013. The condensed consolidated balance sheet of the Company as of December 31, 2012 has been derived from the audited balance sheet of the Company as of that date. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
NOTE B-REVENUE RECOGNITION
Revenue from Data Acquisition
The Company generates revenue when it creates a new seismic survey that is initially licensed by one or more of its customers to use the resulting data. The payments for the initial licenses are sometimes referred to as underwriting or prefunding. Customers make periodic payments throughout the creation period, which generally correspond to costs incurred and work performed. These payments are non-refundable. The Company considers the contracts signed up to the time the Company makes a firm commitment to create the new seismic survey as underwriting. Any subsequent licensing of the data while it is in progress is considered a resale license (see “Revenue from Non-Exclusive Data Licenses”).
Underwriting revenue is recognized throughout the creation period using the proportional performance method based upon costs incurred and work performed to date as a percentage of total estimated costs and work required. Management believes that this method is the most reliable and representative measure of progress for its data creation projects. On average, the duration of the data creation process is approximately one year. Under these contracts, the Company creates new seismic data designed in conjunction with its customers and specifically suited to the geology of the area using the most appropriate technology available.
The Company outsources the substantial majority of the work required to complete data acquisition projects to third party contractors. The Company’s payments to these third party contractors comprise the substantial majority of the total estimated costs of the project and are paid throughout the creation period. A typical survey includes specific activities required to complete the survey, each of which has value to the customers. Typical activities, that often occur concurrently, include:

permitting for land access, mineral rights, and regulatory approval;
surveying;
drilling for the placement of energy sources;
recording the data in the field; and
processing the data.
The customers paying for the initial licenses receive legally enforceable rights to any resulting product of each activity described above. The customers also receive access to and use of the newly acquired, processed data.
The customers’ access to and use of the results of the work performed and of the newly acquired, processed data is governed by a license agreement, which is a separate agreement from the acquisition contract. The Company’s acquisition contracts require the customer either to have a license agreement in place or to execute one at the time the acquisition contract is signed. The Company maintains sole ownership of the newly acquired data, which is added to its library, and is free to license the data to other customers.

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Revenue from Non-Exclusive Data Licenses
The Company recognizes a substantial portion of its revenue from licensing of data once it is available for delivery. These are sometimes referred to as resale licensing revenue, post-acquisition license sales or shelf sales.
These sales fall under the following four basic forms of non-exclusive license contracts.
Specific license contract—The customer licenses and selects data from the data library, including data currently in progress, at the time the contract is entered into and holds this license for a long-term period.

Library card license contract—The customer initially receives only access to data. The customer may then select specific data, from the collection of data to which it has access, to hold long-term under its license agreement. The length of the selection periods under the library card contracts is limited in time and varies from customer to customer.

Review and possession license contract—The customer obtains the right to review a certain quantity of data for a limited period of time. During the review period, the customer may select specific data from that available for review to hold long-term under its license agreement. Any data not selected for long-term licensing must be returned to the Company at the end of the review period.

Review only license contract—The customer obtains rights to review a certain quantity of data for a limited period of time, but does not obtain the right to select specific data to hold long-term.
The Company’s non-exclusive license contracts specify the following:

that all customers must also execute a master license agreement that governs the use of all data received under the Company’s non-exclusive license contracts;
the specific payment terms, generally ranging from 30 days to 12 months, and that such payments are non-cancelable and non-refundable;
the actual data that is accessible to the customer; and
that the data is licensed in its present form, where is and as is and the Company is under no obligation to make any enhancements, modifications or additions to the data unless specific terms to the contrary are included.
Revenue from the non-exclusive licensing of seismic data is recognized when the following criteria are met:

the Company has an arrangement with the customer that is validated by a signed contract;
the sales price is fixed and determinable;
collection is reasonably assured;
the customer has selected the specific data or the contract has expired without full selection;
the data is currently available for delivery; and
the license term has begun.
Copies of the data are available to the customer immediately upon request.
For licenses that have been invoiced for which payment is due or has been received, but have not met the aforementioned criteria, the revenue is deferred along with the related direct costs (primarily sales commissions). This normally occurs under the library card, review and possession or review only license contracts because the data selection may occur over time. Additionally, if the contract allows licensing of data that is not currently available or enhancements, modifications or additions to the data are required per the contract, revenue is deferred until such time that the data is available.

Revenue from Non-Monetary Exchanges
In certain cases, the Company will take ownership of a customer’s seismic data or revenue interest (collectively referred to as “data”) in exchange for a non-exclusive license to selected seismic data from the Company’s library and, in some cases, services provided by Seitel Solutions (“Solutions”). In connection with specific data acquisition contracts, the Company may choose to receive both cash and ownership of seismic data from the customer as consideration for the underwriting of new data acquisition. In addition, the Company may receive advanced data processing services on selected existing data in exchange for

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a non-exclusive license to selected data from the Company’s library. These exchanges are referred to as non-monetary exchanges. A non-monetary exchange for data always complies with the following criteria:

the data license delivered is always distinct from the data received;
the customer forfeits ownership of its data; and
the Company retains ownership in its data.
In non-monetary exchange transactions, the Company records a data library asset for the seismic data received or processed at the time the contract is entered into or the data is completed, as applicable, and recognizes revenue on the transaction in equal value in accordance with its policy on revenue from data licenses, which is, when the data is selected by the customer, or revenue from data acquisition, as applicable, or as services are provided by Solutions. The data license to the customer is in the form of one of the four basic forms of contracts discussed above. These transactions are valued at the fair value of the data received or delivered, whichever is more readily determinable.
Fair value of the data exchanged is determined using a multi-step process as follows:

First, the Company considers the value of the data or services received from the customer. In determining the value of the data received, the Company considers the age, quality, current demand and future marketability of the data and, in the case of 3D seismic data, the cost that would be required to create the data. In addition, the Company applies a limitation on the value it assigns per square mile on the data received. In determining the value of the services received, the Company considers the cost of such similar services that it could obtain from a third party provider.

Second, the Company determines the value of the license granted to the customer. Typically, the range of cash transactions by the Company for licenses of similar data during the prior six months are evaluated. In evaluating the range of cash transactions, the Company does not consider transactions that are disproportionately high or low.
Due to the Company’s revenue recognition policies, revenue recognized on non-monetary exchange transactions may not occur at the same time the seismic data acquired is recorded as an asset. The activity related to non-monetary exchanges was as follows (in thousands): 
 
Three Months Ended
March 31,
 
2013
 
2012
Seismic data library additions
$
2,716

 
$
709

Revenue recognized on specific data licenses or selections of data
578

 
827

Revenue recognized related to acquisition contracts
57

 
1,268

Revenue recognized related to Solutions

 
20

Revenue from Solutions
Revenue from Solutions is recognized as the services for reproduction and delivery of seismic data are provided to customers.

NOTE C-SEISMIC DATA LIBRARY
The Company’s seismic data library consists of seismic surveys that are offered for license to customers on a non-exclusive basis. Costs associated with creating, acquiring or purchasing the seismic data library are capitalized and amortized principally on the income forecast method subject to a straight-line amortization period of 4 years, applied on a quarterly basis at the individual survey level.
Costs of Seismic Data Library
For purchased seismic data, the Company capitalizes the purchase price of the acquired data.
For data received through a non-monetary exchange, the Company capitalizes an amount equal to the fair value of the data received by the Company or the fair value of the license granted to the customer, whichever is more readily determinable. See Note B – Revenue Recognition – Revenue from Non-Monetary Exchanges for discussion of the process used to determine fair value.
For newly created data, the capitalized costs include costs paid to third parties for the acquisition of data and related permitting, surveying and other activities associated with the data creation activity. In addition, the Company capitalizes certain internal

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costs related to processing the created data. Such costs include salaries and benefits of the Company’s processing personnel and certain other costs incurred for the benefit of the processing activity. The Company believes that the internal processing costs capitalized are not greater than, and generally are less than, those that would be incurred and capitalized if such activity were performed by a third party. Capitalized costs for internal data processing were $0.9 million and $0.6 million for the three months ended March 31, 2013 and 2012, respectively.
Data Library Amortization
The Company amortizes its seismic data library investment using the greater of the amortization that would result from the application of the income forecast method subject to a minimum amortization rate or a straight-line basis over the useful life of the data. With respect to each survey in the data library, the straight-line policy is applied from the time such survey is available for licensing to customers on a non-exclusive basis.
The Company applies the income forecast method by forecasting the ultimate revenue expected to be derived from a particular data library component over the estimated useful life of each survey comprising part of such component. This forecast is made by the Company annually and reviewed quarterly. If, during any such review, the Company determines that the ultimate revenue for a library component is expected to be significantly different than the original estimate of total revenue for such library component, the Company revises the amortization rate attributable to future revenue from each survey in such component. The lowest amortization rate the Company applies using the income forecast method is 70%. In addition, in connection with the forecast reviews and updates, the Company evaluates the recoverability of its seismic data library investment, and if required, records an impairment charge with respect to such investment. See discussion on “Seismic Data Library Impairment” below.
The actual aggregate rate of amortization depends on the specific seismic surveys licensed and selected by the Company’s customers during the period and the amount of straight-line amortization recorded. The income forecast amortization rates can vary by component and, as of April 1, 2013, is 70% for all components. For those seismic surveys which have been fully amortized, no amortization expense is required on revenue recorded.
The greater of the income forecast or straight-line amortization policy is applied quarterly on a cumulative basis at the individual survey level. Under this policy, the Company first records amortization using the income forecast method. The cumulative amortization recorded for each survey is then compared with the cumulative straight-line amortization. If the cumulative straight-line amortization is higher for any specific survey, additional amortization expense is recorded, resulting in accumulated amortization being equal to the cumulative straight-line amortization for such survey. This requirement is applied regardless of future-year revenue estimates for the library component of which the survey is a part and does not consider the existence of deferred revenue with respect to the library component or to any survey.

Seismic Data Library Impairment
The Company evaluates its seismic data library investment by grouping individual surveys into components based on its operations and geological and geographical trends, resulting in the following data library segments for purposes of evaluating impairments: (I) North America 3D onshore comprised of the following components: (a) Texas Gulf Coast, (b) Eastern Texas, (c) Southern Louisiana/Mississippi, (d) Northern Louisiana, (e) Rocky Mountains, (f) Utica/Marcellus in Pennsylvania, Ohio and West Virginia, (g) Panhandle Plays in North Texas/Oklahoma, (h) other United States, (i) Montney in British Columbia and Alberta, (j) Horn River in British Columbia, (k) Cardium in Alberta and (l) other Canada; (II) United States 2D; (III) Canada 2D; (IV) Gulf of Mexico offshore; and (V) international data outside North America. The Company believes that these library components constitute the lowest levels of independently identifiable cash flows.
The Company evaluates its seismic data library investment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company considers the level of sales performance in each component compared to projected sales, as well as industry conditions, among others, to be key factors in determining when its seismic data investment should be evaluated for impairment. In evaluating sales performance of each component, the Company generally considers five consecutive quarters of actual performance below forecasted sales to be an indicator of potential impairment.
The impairment evaluation is based first on a comparison of the undiscounted future cash flows over each component’s remaining estimated useful life with the carrying value of each library component. If the undiscounted cash flows are equal to or greater than the carrying value of such component, no impairment is recorded. If undiscounted cash flows are less than the carrying value of any component, the forecast of future cash flows related to such component is discounted to fair value and compared with such component’s carrying amount. The difference between the library component’s carrying amount and the discounted future value of the expected revenue stream is recorded as an impairment charge.

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For purposes of evaluating potential impairment losses, the Company estimates the future cash flows attributable to a library component by evaluating, among other factors, historical and recent revenue trends, oil and gas prospectivity in particular regions, general economic conditions affecting its customer base and expected changes in technology and other factors that the Company deems relevant. The cash flow estimates exclude expected future revenues attributable to non-monetary data exchanges and future data creation projects.
The estimation of future cash flows and fair value is highly subjective and inherently imprecise. Estimates can change materially from period to period based on many factors, including those described in the preceding paragraph. Accordingly, if conditions change in the future, the Company may record impairment losses relative to its seismic data library investment, which could be material to any particular reporting period.
The Company did not have any impairment charges during the three months ended March 31, 2013 or 2012.

NOTE D-DEBT
The following is a summary of the Company’s debt (in thousands):

 
March 31,
2013
 
December 31,
2012
9½% Senior Notes
$
250,000

 
$

9.75% Senior Notes

 
275,000

Credit Facility

 

Note payable to former executive
12

 
29

 
$
250,012

 
$
275,029

9½% Senior Unsecured Notes: On March 20, 2013, the Company issued, in a private placement, $250.0 million aggregate principal amount of 9½% senior notes (the “9½% Senior Notes”). The proceeds from the 9½% Senior Notes, together with $29.8 million cash on hand, were used to satisfy and discharge the 9.75% senior notes due 2014 (the “9.75% Senior Notes”), including accrued interest of $4.8 million. The 9½% Senior Notes mature on April 15, 2019. Interest is payable in cash, semi-annually on April 15 and October 15 of each year, commencing on October 15, 2013. The 9½% Senior Notes are unsecured and are guaranteed by substantially all of the Company's significant domestic subsidiaries on a senior basis. The 9½% Senior Notes contain restrictive covenants which limit the Company's ability to, among other things, incur additional indebtedness, incur liens, pay dividends and make other restricted payments, engage in transactions with affiliates, and complete mergers, acquisitions and sales of assets.

The Company is obligated to use its reasonable best efforts to offer to exchange the 9½% Senior Notes under the Securities Act or otherwise register the resale of such notes no later than 240 days after their issuance. If this requirement is not met, then the annual interest on the 9½% Senior Notes will increase by (1) 0.25 percentage points for the first 90 days following the end of such period and (2) 0.25 percentage points at the beginning of each subsequent 90-day period up to a maximum of 1.0 percentage point.
 
From time to time on or before April 15, 2016, the Company may redeem up to 35% of the aggregate principal amount of the 9½% Senior Notes with the net proceeds of equity offerings at a redemption price equal to 109.50% of the principal amount, plus accrued and unpaid interest. Upon a change of control (as defined in the indenture), each holder of the 9½% Senior Notes will have the right to require the Company to offer to purchase all of such holder's notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.
9.75% Senior Unsecured Notes: The Company had $275.0 million aggregate principal amount of its 9.75% Senior Notes outstanding until these notes were satisfied and discharged in connection with the issuance of the 9½% Senior Notes. On March 20, 2013, the noteholders were issued a notice of redemption and the 9.75% Senior Notes were redeemed at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest through April 18, 2013. In accordance with the terms and conditions of the indenture governing the 9.75% Senior Notes, this payment satisfied and discharged the entire indebtedness under the 9.75% Senior Notes. Accordingly, the Company recorded a loss on early extinguishment of debt of $1.5 million, which included the write-off of unamortized issue expenses, for the three months ended March 31, 2013.

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Credit Facility: On May 25, 2011, the Company entered into a credit agreement (the “Credit Facility”) with Wells Fargo Capital Finance, LLC (the “U.S. Lender”) and Wells Fargo Capital Finance Corporation Canada (the “Canadian Lender,” and collectively with the U.S. Lender, the “Lenders”). The Credit Facility provides a $30.0 million revolving credit facility with a
Canadian sublimit of $5.0 million, subject to borrowing base limitations. The Credit Facility expires on May 25, 2016, which represents an extended date upon the March 2013 amendment to the Credit Facility and closing of the 9½% Senior Notes. Each existing and future direct and indirect wholly-owned domestic subsidiary of the Company (collectively, the “U.S. Guarantors”) is a guarantor of payment of the U.S. obligations under the Credit Facility and Olympic Seismic Ltd. (“Olympic”), a wholly-owned subsidiary of the Company, and each future direct and indirect wholly-owned Canadian subsidiary of the Company (such subsidiaries together with Olympic, the “Canadian Guarantors”) are guarantors of payment of the Canadian obligations under the Credit Facility.
The borrowings under the Credit Facility are secured by a perfected first priority lien and security interest (subject to certain exceptions) in favor of the U.S. Lender in all present and future assets and equity of the Company and each U.S. Guarantor and 65% of the equity in Olympic, and borrowings by Olympic are secured by a perfected first priority lien and security interest (subject to certain exceptions) in favor of the Canadian Lender in all present and future assets of Olympic and each Canadian Guarantor. The Credit Facility has a variable interest rate depending on certain factors.
The Credit Facility contains affirmative and negative covenants, representations and warranties, borrowing conditions, events of default and remedies for the Lenders. The aggregate loan or any individual loan made under the Credit Facility may be prepaid at any time subject to certain restrictions. The Credit Facility is also subject to the payment of upfront, letter of credit, administrative and certain other fees.
Note Payable: The Company is party to a note payable to a former executive with remaining payments of $6,000 per month until May 2013. The note is non-interest bearing and is guaranteed by Olympic.

NOTE E-FAIR VALUE MEASUREMENTS

Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. In measuring the fair value of the Company’s assets and liabilities, market data or assumptions are used that the Company believes market participants would use in pricing an asset or liability, including assumptions about risk when appropriate. The Company’s assets that are measured at fair value on a recurring basis include the following (in thousands):

 
 
 
Fair Value Measurements Using
 
Total
 
Quoted Prices
in Active
Markets
(Level 1)
 
Significant  Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
At March 31, 2013:
 
 
 
 
 
 
 
Cash equivalents
$
25,397

 
$
25,397

 
$

 
$

At December 31, 2012:
 
 
 
 
 
 
 
Cash equivalents
$
61,272

 
$
61,272

 
$

 
$


The Company had no transfers of assets between any of the above levels during the three months ended March 31, 2013 or March 31, 2012.

Cash equivalents include money market funds that invest in United States government obligations and a Canadian dollar investment account, all with original maturities of three months or less. The original costs of these assets approximate fair value due to their short-term maturity.


13

Table of Contents

Other Financial Instruments:

Debt – In March 2013, the Company refinanced the $275.0 million outstanding principal amount of its 9.75% Senior Notes due 2014 with the issuance of $250.0 million 9½% Senior Notes due 2019. Based upon the rates available to the Company, the fair value of the 9½% Senior Notes and the note payable to a former executive approximated $251.3 million as of March 31, 2013, compared to the book value of $250.0 million. The quoted market price of the 9½% Senior Notes was $251.3 million at March 31, 2013. The fair value of the 9.75% Senior Notes and the note payable to a former executive approximated
$274.6 million as of December 31, 2012, compared to the book value of $275.0 million. The quoted market price of the 9.75% Senior Notes was $274.6 million at December 31, 2012. The fair value for the Company's most significant debt balance, the 9½% Senior Notes (at March 31, 2013) and 9.75% Senior Notes (at December 31, 2012), was estimated using Level 1 inputs whereas the estimate of fair value for the note payable to a former executive was calculated using Level 2 inputs.

NOTE F-STATEMENT OF CASH FLOW INFORMATION
Cash and cash equivalents at March 31, 2013 and December 31, 2012 include $651,000 of restricted cash related to collateral on seismic operations bonds. The balances at March 31, 2013 and December 31, 2012 also include $125,000 (Canadian) of restricted cash posted as security against Company issued credit cards for Olympic.
The Company had non-cash additions to its seismic data library comprised of the following for the periods indicated (in thousands): 
 
Three Months Ended
March 31,
 
2013
 
2012
Non-monetary exchanges related to resale licensing revenue
$
324

 
$
709

Completion of data in progress from prior non-monetary exchanges
2,392

 

Total non-cash additions to seismic data library
$
2,716

 
$
709


Non-cash revenue consisted of the following for the periods indicated (in thousands):
 
Three Months Ended
March 31,
 
2013
 
2012
Acquisition revenue on underwriting from non-monetary exchange contracts
$
57

 
$
1,268

Licensing revenue from specific data licenses and selections on non-monetary exchange contracts
578

 
827

Solutions revenue recognized from non-monetary exchange contracts

 
20

Total non-cash revenue
$
635

 
$
2,115


NOTE G-COMMITMENTS AND CONTINGENCIES
The Company is involved from time to time in ordinary, routine claims and lawsuits incidental to its business. In the opinion of management, uninsured losses, if any, resulting from the ultimate resolutions of these matters should not be material to the Company’s financial position, results of operations or cash flows. However, it is not possible to predict or determine the outcomes of the legal actions brought against it or by it, or to provide an estimate of all additional losses, if any, that may arise. At March 31, 2013, the Company has recorded the estimated amount of potential exposure it may have with respect to litigation and claims. Such amounts are not material to the financial statements.

NOTE H-RECENT ACCOUNTING PRONOUNCEMENTS
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This ASU does not change the current requirements for reporting net income or other comprehensive income in the financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. This standard was effective prospectively for the Company beginning January 1, 2013 and did not have an effect on its financial statements or financial statement disclosures.


14

Table of Contents

NOTE I-SUPPLEMENTAL GUARANTORS CONSOLIDATING CONDENSED FINANCIAL INFORMATION
On March 20, 2013, the Company completed a private placement of 9½% Senior Notes in the aggregate principal amount of $250.0 million. The Company’s payment obligations under the 9½% Senior Notes are jointly and severally guaranteed by substantially all of the Company's significant 100% owned U.S. subsidiaries (“Guarantor Subsidiaries”). All subsidiaries of the Company that do not guaranty the 9½% Senior Notes are referred to as Non-Guarantor Subsidiaries.
The consolidating condensed financial statements are presented below and should be read in connection with the Condensed Consolidated Financial Statements of the Company. Separate financial statements of the Guarantor Subsidiaries are not presented because (i) the Guarantor Subsidiaries are wholly-owned and have fully and unconditionally guaranteed the 9½% Senior Notes on a joint and several basis, and (ii) the Company’s management has determined such separate financial statements are not material to investors.
The following consolidating condensed financial information presents the consolidating condensed balance sheets as of March 31, 2013 and December 31, 2012, and the consolidating condensed statements of income, statements of comprehensive income and statements of cash flows for the three months ended March 31, 2013 and March 31, 2012 of (a) the Company; (b) the Guarantor Subsidiaries; (c) the Non-Guarantor Subsidiaries; (d) elimination entries; and (e) the Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis.
Investments in subsidiaries are accounted for on the equity method. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, intercompany transactions and intercompany sales.

15

Table of Contents


CONSOLIDATING CONDENSED BALANCE SHEET
As of March 31, 2013
(In thousands)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
25,308

 
$
236

 
$

 
$
25,544

Receivables
 
 
 
 
 
 
 
 
 
Trade, net

 
27,026

 
16,569

 

 
43,595

Notes and other, net

 
33

 
2,068

 

 
2,101

Due from Seitel Holdings, Inc.

 
1,120

 

 

 
1,120

Intercompany receivables (payables)
26,878

 
437

 
(27,315
)
 

 

Investment in subsidiaries
344,582

 
434,764

 
1,587

 
(780,933
)
 

Net seismic data library

 
114,478

 
82,743

 

 
197,221

Net property and equipment

 
2,003

 
2,648

 

 
4,651

Prepaid expenses, deferred charges and other
7,376

 
3,047

 
617

 

 
11,040

Intangible assets, net
900

 
12,447

 
5,908

 

 
19,255

Goodwill

 
107,688

 
98,286

 

 
205,974

Deferred income taxes

 
84

 

 

 
84

TOTAL ASSETS
$
379,736

 
$
728,435

 
$
183,347

 
$
(780,933
)
 
$
510,585

LIABILITIES AND STOCKHOLDER’S EQUITY
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
720

 
$
37,613

 
$
14,789

 
$

 
$
53,122

Income taxes payable
403

 
569

 

 

 
972

Senior Notes
250,000

 

 

 

 
250,000

Notes payable
12

 

 

 

 
12

Obligations under capital leases

 
73

 
2,917

 

 
2,990

Deferred revenue

 
46,681

 
4,667

 

 
51,348

Deferred income taxes

 

 
2,896

 

 
2,896

TOTAL LIABILITIES
251,135

 
84,936

 
25,269

 

 
361,340

STOCKHOLDER’S EQUITY
 
 
 
 
 
 
 
 
 
Common stock

 

 

 

 

Additional paid-in capital
398,998

 

 

 

 
398,998

Parent investment

 
764,752

 
156,918

 
(921,670
)
 

Retained deficit
(270,397
)
 
(121,253
)
 
(19,484
)
 
140,737

 
(270,397
)
Accumulated other comprehensive income

 

 
20,644

 

 
20,644

TOTAL STOCKHOLDER’S EQUITY
128,601

 
643,499

 
158,078

 
(780,933
)
 
149,245

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
$
379,736

 
$
728,435

 
$
183,347

 
$
(780,933
)
 
$
510,585













16

Table of Contents


CONSOLIDATING CONDENSED BALANCE SHEET
As of December 31, 2012
(In thousands)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
60,533

 
$
1,358

 
$

 
$
61,891

Receivables
 
 
 
 
 
 
 
 
 
Trade, net

 
43,806

 
17,389

 

 
61,195

Notes and other, net

 
9

 
2,134

 

 
2,143

Due from Seitel Holdings, Inc.

 
874

 

 

 
874

Intercompany receivables (payables)
75,688

 
(49,827
)
 
(25,861
)
 

 

Investment in subsidiaries
332,819

 
432,870

 
1,590

 
(767,279
)
 

Net seismic data library

 
100,087

 
80,030

 

 
180,117

Net property and equipment

 
2,125

 
2,693

 

 
4,818

Prepaid expenses, deferred charges and other
2,644

 
5,122

 
3,008

 

 
10,774

Intangible assets, net
900

 
13,250

 
6,678

 

 
20,828

Goodwill

 
107,688

 
100,332

 

 
208,020

Deferred income taxes

 
84

 

 

 
84

TOTAL ASSETS
$
412,051

 
$
716,621

 
$
189,351

 
$
(767,279
)
 
$
550,744

LIABILITIES AND STOCKHOLDER’S EQUITY
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
10,049

 
$
38,179

 
$
14,555

 
$

 
$
62,783

Income taxes payable
336

 
900

 
2,898

 

 
4,134

Senior Notes
275,000

 

 

 

 
275,000

Notes payable
29

 

 

 

 
29

Obligations under capital leases

 
81

 
3,032

 

 
3,113

Deferred revenue

 
45,320

 
7,537

 

 
52,857

Deferred income taxes

 

 
2,470

 

 
2,470

TOTAL LIABILITIES
285,414

 
84,480

 
30,492

 

 
400,386

STOCKHOLDER’S EQUITY
 
 
 
 
 
 
 
 
 
Common stock

 

 

 

 

Additional paid-in capital
398,772

 

 

 

 
398,772

Parent investment

 
764,752

 
156,918

 
(921,670
)
 

Retained deficit
(272,135
)
 
(132,611
)
 
(21,780
)
 
154,391

 
(272,135
)
Accumulated other comprehensive income

 

 
23,721

 

 
23,721

TOTAL STOCKHOLDER’S EQUITY
126,637

 
632,141

 
158,859

 
(767,279
)
 
150,358

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY
$
412,051

 
$
716,621

 
$
189,351

 
$
(767,279
)
 
$
550,744








17

Table of Contents


CONSOLIDATING CONDENSED STATEMENT OF INCOME
For the Three Months Ended March 31, 2013
(In thousands)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
REVENUE
$

 
$
33,120

 
$
18,575

 
$
(344
)
 
$
51,351

EXPENSES:
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 
18,009

 
11,329

 

 
29,338

Cost of sales

 
38

 
1

 

 
39

Selling, general and administrative
285

 
4,463

 
2,983

 
(344
)
 
7,387

 
285

 
22,510

 
14,313

 
(344
)
 
36,764

INCOME (LOSS) FROM OPERATIONS
(285
)
 
10,610

 
4,262

 

 
14,587

Interest expense, net
(7,831
)
 
(1,065
)
 
(419
)
 

 
(9,315
)
Foreign currency exchange losses

 

 
(647
)
 

 
(647
)
Loss on early extinguishment of debt
(1,504
)
 

 

 

 
(1,504
)
Other income

 
1

 

 

 
1

Income (loss) before income taxes and equity in income of subsidiaries
(9,620
)
 
9,546

 
3,196

 

 
3,122

Provision for income taxes

 
484

 
900

 

 
1,384

Equity in income of subsidiaries
11,358

 
2,296

 

 
(13,654
)
 

NET INCOME
$
1,738

 
$
11,358

 
$
2,296

 
$
(13,654
)
 
$
1,738



18

Table of Contents


CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2013
(In thousands)

 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
Net income
$
1,738

 
$
11,358

 
$
2,296

 
$
(13,654
)
 
$
1,738

Foreign currency translation adjustments

 

 
(3,077
)
 

 
(3,077
)
Comprehensive income (loss)
$
1,738

 
$
11,358

 
$
(781
)
 
$
(13,654
)
 
$
(1,339
)

19

Table of Contents


CONSOLIDATING CONDENSED STATEMENT OF INCOME
For the Three Months Ended March 31, 2012
(In thousands)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
REVENUE
$

 
$
39,128

 
$
33,764

 
$
(345
)
 
$
72,547

EXPENSES:
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 
20,848

 
18,536

 

 
39,384

Cost of sales

 
86

 
11

 

 
97

Selling, general and administrative
253

 
5,016

 
3,168

 
(345
)
 
8,092

 
253

 
25,950

 
21,715

 
(345
)
 
47,573

INCOME (LOSS) FROM OPERATIONS
(253
)
 
13,178

 
12,049

 

 
24,974

Interest expense, net
(2,246
)
 
(4,710
)
 
(263
)
 

 
(7,219
)
Foreign currency exchange gains

 

 
411

 

 
411

Other income
1

 
80

 

 

 
81

Income (loss) before income taxes and equity in income of subsidiaries
(2,498
)
 
8,548

 
12,197

 

 
18,247

Provision for income taxes

 
260

 
3,281

 

 
3,541

Equity in income of subsidiaries
17,204

 
8,916

 

 
(26,120
)
 

NET INCOME
$
14,706

 
$
17,204

 
$
8,916

 
$
(26,120
)
 
$
14,706


20

Table of Contents

CONSOLIDATING CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2012
(In thousands)

 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
Net income
$
14,706

 
$
17,204

 
$
8,916

 
$
(26,120
)
 
$
14,706

Unrealized gains on securities held as available for sale, net of tax

 
85

 

 

 
85

Foreign currency translation adjustments

 

 
2,556

 

 
2,556

Comprehensive income
$
14,706

 
$
17,289

 
$
11,472

 
$
(26,120
)
 
$
17,347


21

Table of Contents


CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2013
(In thousands)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
(17,861
)
 
$
42,050

 
$
11,223

 
$

 
$
35,412

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Cash invested in seismic data

 
(27,629
)
 
(12,503
)
 

 
(40,132
)
Cash paid to acquire property, equipment and other

 
(192
)
 
(144
)
 

 
(336
)
Advances to Seitel Holdings, Inc.

 
(246
)
 

 

 
(246
)
Net cash used in investing activities

 
(28,067
)
 
(12,647
)
 

 
(40,714
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Issuance of 9½% Senior Notes
250,000

 

 

 

 
250,000

Repayment of 9.75% Senior Notes
(275,000
)
 

 

 

 
(275,000
)
Principal payments on notes payable
(17
)
 

 

 

 
(17
)
Principal payments on capital lease obligations

 
(8
)
 
(54
)
 

 
(62
)
Costs of debt transactions
(5,822
)
 

 

 

 
(5,822
)
Intercompany transfers
48,700

 
(49,200
)
 
500

 

 

Net cash provided by (used in) financing activities
17,861

 
(49,208
)
 
446

 

 
(30,901
)
Effect of exchange rate changes

 

 
(144
)
 

 
(144
)
Net decrease in cash and cash equivalents

 
(35,225
)
 
(1,122
)
 

 
(36,347
)
Cash and cash equivalents at beginning of period

 
60,533

 
1,358

 

 
61,891

Cash and cash equivalents at end of period
$

 
$
25,308

 
$
236

 
$

 
$
25,544
















22

Table of Contents


CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2012
(In thousands)
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 
Consolidating
Eliminations
 
Consolidated
Total
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
(13,179
)
 
$
27,843

 
$
30,418

 
$

 
$
45,082

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Cash invested in seismic data

 
(19,645
)
 
(36,775
)
 

 
(56,420
)
Cash paid to acquire property, equipment and other

 
(201
)
 
(49
)
 

 
(250
)
Advances to Seitel Holdings, Inc.

 
(4
)
 

 

 
(4
)
Net cash used in investing activities

 
(19,850
)
 
(36,824
)
 

 
(56,674
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Principal payments on notes payable
(16
)
 

 

 

 
(16
)
Principal payments on capital lease obligations

 

 
(42
)
 

 
(42
)
Intercompany transfers
13,195

 
(13,195
)
 

 

 

Net cash provided by (used in) financing activities
13,179

 
(13,195
)
 
(42
)
 

 
(58
)
Effect of exchange rate changes

 

 
171

 

 
171

Net decrease in cash and cash equivalents

 
(5,202
)
 
(6,277
)
 

 
(11,479
)
Cash and cash equivalents at beginning of period

 
61,612

 
13,282

 

 
74,894

Cash and cash equivalents at end of period
$

 
$
56,410

 
$
7,005

 
$

 
$
63,415


23

Table of Contents


Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and the related notes to the financial statements included elsewhere in this document.
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements contained in this report about our future outlook, prospects, strategies and plans, and about industry conditions, demand for seismic services and the future economic life of our seismic data are forward-looking. All statements that express belief, expectation, estimates or intentions, as well as those that are not statements of historical fact, are forward looking. The words “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “target,” “foresee,” “should,” “intend,” “may,” “will,” “would,” “could,” “potential” and similar expressions are intended to identify forward-looking statements. Forward-looking statements represent our present belief and are based on our current expectations and assumptions with respect to future events. While we believe our expectations and assumptions are reasonable, they involve risks and uncertainties beyond our control that could cause the actual results or outcome to differ materially from the expected results or outcome reflected in our forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Quarterly Report may not occur. Such risks and uncertainties include, without limitation, actual customer demand for our seismic data and related services, the timing and extent of changes in commodity prices for natural gas, crude oil and condensate and natural gas liquids, conditions in the capital markets during the periods covered by the forward-looking statements, the effect of economic conditions, our ability to obtain financing on satisfactory terms if internally generated funds and our current credit facility are insufficient to fund our capital needs, the impact on our financial condition as a result of our debt and our debt service, our ability to obtain and maintain normal terms with our vendors and service providers, our ability to maintain contracts that are critical to our operations, changes in the oil and gas industry or the economy generally and changes in the exploration budgets of our customers, as well as the risk factors identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission (“SEC”).
The forward-looking statements contained in this report speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. All forward-looking statements attributable to Seitel, Inc. or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in our Annual Report filed on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC and in our future periodic reports filed with the SEC.
Overview
General
Our products and services are used by oil and gas companies to assist in oil and gas exploration and development of hydrocarbon reserves. Historically, seismic data was tied to exploration capital expenditures as exploration and production ("E&P") companies used seismic data to increase the success rate of discovering hydrocarbon deposits. With the shift to unconventional plays, E&P companies now use seismic data as a development tool to better identify efficient drilling plans and maximize production by identifying and understanding a series of critical characteristics of the targeted resource. We own an extensive library of proprietary onshore and offshore seismic data that we offer for license to oil and gas companies. We believe that our library of onshore seismic data is the largest available for licensing in North America. We generate revenue primarily by licensing data from our data library and from new data creation products, which are substantially underwritten or paid for by our clients. By participating in underwritten, nonexclusive surveys or purchasing licenses to existing data, oil and gas companies are able to obtain access to surveys at reduced costs as compared to acquiring seismic data on a proprietary basis.
Our primary areas of focus are onshore United States and Canada and, to a lesser extent, offshore U.S. Gulf of Mexico. These markets continue to experience major changes. Major integrated oil and gas companies and national oil companies have become more active in the North American market, primarily in the unconventional plays, through joint ventures, asset purchases and corporate transactions. The larger independent oil and gas companies continue to be responsible for a significant portion of current U.S. drilling activity. Our offshore seismic data is primarily located in the shallow waters of the U.S. Gulf of Mexico and generates a small percentage of our revenue.


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Principal Factors Affecting Our Business
Our business is dependent upon a variety of factors, many of which are beyond our control. The following are those that we consider to be principal factors affecting our business.
Demand for Seismic Data: Demand for our products and services is cyclical due to the nature of the oil and gas industry. In particular, demand for our seismic data services depends upon exploration, production, development and field management spending by oil and gas companies and, in the case of new data creation, the willingness of these companies to forgo ownership in the seismic data. Capital expenditures by oil and gas companies depend upon several factors, including actual and forecasted oil and natural gas commodity prices, prospect availability and the companies’ own short-term and strategic plans. These capital expenditures may also be affected by worldwide economic or industry-wide conditions. With the shift to unconventional plays, seismic data is increasingly tied to relatively stable development capital expenditures.
Merger and Acquisition/Joint Venture Activity: Merger and acquisition activity continues to occur within our client base. This activity could have a negative impact on seismic companies that operate in markets with a limited number of participating clients. However, we believe that, over time, this activity could have a positive impact on our business, as it should generate re-licensing fees, result in increased vitality in the trading of mineral interests and result in the creation of new independent customers through the rationalization of staff within those companies affected by this activity.
Exploiting unconventional plays is a capital intensive endeavor and many technically proficient E&P companies remain capital constrained. They find themselves needing to sell their positions to, or create partnerships with, large well-capitalized companies in order to develop their recoverable resource base. These joint venture partners or new owners will often need to purchase licenses to our seismic data for their own use.
North America Drilling Activity: Drilling activity has shifted to areas with oil and liquids-rich hydrocarbons, such as the Eagle Ford/Woodbine, Niobrara/Bakken and Utica/Marcellus in the U.S. and Montney and Cardium in Canada with several emerging plays, including the Granite Wash (Panhandle Plays), Sussex, Mowry and Point Pleasant in the U.S. and Duvernay in Canada. Horizontal drilling rigs in oil and liquids-rich areas have leveled off, while activity in dry gas areas continues to be depressed.
Availability of Capital for Our Customers: Some of our customers are independent oil and gas companies and private prospect-generating companies that rely primarily on private capital markets to fund their exploration, production, development and field management activities. Reductions in cash flows resulting from lower commodity prices, along with the reduced availability of credit and increased costs of borrowing, could have a material impact on the ability of such companies to obtain funding necessary to purchase our seismic data.
Government Regulation: Our operations are subject to a variety of federal, provincial, state, foreign and local laws and regulations, including environmental and health and safety laws. We invest financial and managerial resources to comply with these laws and related permit requirements. Modification of existing laws or regulations and the adoption of new laws or regulations limiting or increasing exploration or production activities by oil and gas companies may have a material effect on our business operations.
Non-GAAP Key Performance Measures

Management considers certain performance measures in evaluating and managing our financial condition and operating performance at various times and from time to time. Some of these performance measures are non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. These non-GAAP measures are intended to supplement our presentation of our financial results that are prepared in accordance with GAAP.

The following are the key performance measures considered by management.

Cash Resales: Cash resales represent new contracts for data licenses from our library, including data currently in progress, payable in cash. We believe this measure is important in assessing overall industry and client activity. Cash resales are likely to fluctuate quarter to quarter as they do not require the longer planning and lead times necessary for new data creation.


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The following is a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure, total revenue (in thousands):
 
Three Months Ended
March 31,
 
2013
 
2012
Cash resales
$
22,445

 
$
39,169

Other revenue components:
 
 
 
Acquisition underwriting revenue
25,089

 
36,572

Non-monetary exchanges
324

 
709

Revenue recognition adjustments
2,072

 
(5,173
)
Solutions and other
1,421

 
1,270

Total revenue
$
51,351

 
$
72,547


Cash EBITDA: Cash EBITDA represents cash generated from licensing data from our seismic library net of recurring cash operating expenses. We believe this measure is helpful in determining the level of cash from operations we have available for debt service and funding of capital expenditures (net of the portion funded or underwritten by our customers). Cash EBITDA includes cash resales plus all other cash revenues other than from data acquisitions, less cost of goods sold and cash selling, general and administrative expenses (excluding non-recurring corporate expenses such as severance and legal, financial and other expenses related to corporate and strategic transactions).

The following is a quantitative reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure, net income (in thousands):
 
Three Months Ended
March 31,
 
2013
 
2012
Cash EBITDA
$
16,656

 
$
32,673

Add (subtract) other revenue components not included in cash EBITDA:
 
 
 
Acquisition underwriting revenue
25,089

 
36,572

Non-monetary exchanges
324

 
709

Revenue recognition adjustments
2,072

 
(5,173
)
Solutions non-cash revenue

 
20

Add (subtract) other items included in net income:
 
 
 
Depreciation and amortization
(29,338
)
 
(39,384
)
Non-cash operating expenses
(226
)
 
(145
)
Non-recurring corporate expenses
10

 
(298
)
Interest expense, net
(9,315
)
 
(7,219
)
Foreign currency gains (losses)
(647
)
 
411

Loss on early extinguishment of debt
(1,504
)
 

Other income
1

 
81

Provision for income taxes
(1,384
)
 
(3,541
)
Net income
$
1,738

 
$
14,706


Growth of Our Seismic Data Library: We regularly add to our seismic data library through four different methods: (1) recording new data; (2) buying ownership of existing data for cash; (3) obtaining ownership of existing data sets through non-monetary exchanges; and (4) creating new value-added products from existing data within our library. For the period from January 1, 2013 to May 7, 2013, we completed the addition of approximately 1,100 square miles of seismic data to our library. As of May 7, 2013, we had approximately 1,500 square miles of seismic data in progress.

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Critical Accounting Policies
We operate in one business segment, which is made up of seismic data acquisition, seismic data licensing, seismic data processing and seismic reproduction services. There have not been any changes in our critical accounting policies since December 31, 2012.
Results of Operations
Revenue
The following table summarizes the components of our revenue for the three months ended March 31, 2013 and 2012 (in thousands):
 
 
Three Months Ended
March 31,
 
2013
 
2012
Acquisition underwriting revenue:
 
 
 
Cash underwriting
$
25,032

 
$
35,304

Underwriting from non-monetary exchanges
57

 
1,268

Total acquisition underwriting revenue
25,089

 
36,572

Resale licensing revenue:
 
 
 
Cash resales
22,445

 
39,169

Non-monetary exchanges
324

 
709

Revenue recognition adjustments
2,072

 
(5,173
)
Total resale licensing revenue
24,841

 
34,705

Total seismic revenue
49,930

 
71,277

Solutions and other
1,421

 
1,270

Total revenue
$
51,351

 
$
72,547


Total revenue was $51.4 million in the first quarter of 2013 compared to $72.5 million in the first quarter of 2012. Acquisition underwriting revenue was $25.1 million in the first quarter of 2013 compared to $36.6 million in the first quarter of 2012. The decrease between quarters was primarily due to fewer square miles of data being acquired in Canada in 2013 compared to 2012. The Company made a strategic decision to reduce its level of net cash capital expenditures on new data creation for 2013 as compared to 2012 and 2011, which directly impacts acquisition underwriting revenue. The majority of new data acquisition activity in the first quarter of 2013 occurred in the Eagle Ford and Utica/Marcellus unconventional plays, with the Granite Wash (Panhandle Plays) and Cardium contributing as well. Total resale licensing revenue was $24.8 million in the first quarter of 2013 compared to $34.7 million in the first quarter of 2012. Cash resales in the first quarter of 2013 were $22.4 million compared to cash resales in the first quarter of 2012 of $39.2 million. Cash resale activity is tied closely to our clients' annual budget cycles and therefore should be viewed on an annual basis. As a result, cash resale activity can fluctuate significantly from quarter to quarter, as we experienced in 2012. Revenue recognition adjustments are non-cash adjustments to revenue and reflect the net amount of (i) revenue deferred as a result of all of the revenue recognition criteria not being met and (ii) the subsequent revenue recognition once the criteria are met. The change in revenue recognition adjustments between 2012 and 2013 was primarily due to fewer contracts requiring deferral in the first quarter of 2013. Solutions and other revenue was $1.4 million in the first quarter of 2013 compared to $1.3 million in the first quarter of 2012.

At March 31, 2013, we had a deferred revenue balance of $51.3 million, compared to the December 31, 2012 balance of $52.9 million. The deferred revenue balance related to (i) data licensing contracts on which selection of specific data had not yet occurred, (ii) deferred revenue on data acquisition projects and (iii) contracts in which the data products are not yet available or the revenue recognition criteria has not yet been met. The deferred revenue will be recognized when selection of specific data is made by the customer, upon expiration of the data selection period specified in the data licensing contracts, as work progresses on the data acquisition contracts, as the data products become available or as all of the revenue recognition criteria are met.

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Depreciation and Amortization
Depreciation and amortization was composed of the following for the three months ended March 31, 2013 and 2012 (in thousands):
 
 
Three Months Ended
March 31,
 
2013
 
2012
Amortization of seismic data:
 
 
 
Income forecast
$
22,708

 
$
31,812

Straight-line
4,936

 
5,744

Total amortization of seismic data
27,644

 
37,556

Depreciation of property and equipment
256

 
379

Amortization of acquired intangibles
1,438

 
1,449

Total
$
29,338

 
$
39,384

Total seismic data library amortization amounted to $27.6 million in the first quarter of 2013 compared to $37.6 million in the first quarter of 2012. The amount of seismic data library amortization fluctuates based on the level and location of specific seismic surveys licensed (including licensing resulting from new data acquisition) and selected by our customers during any period as well as the amount of straight-line amortization required under our accounting policy.
Seismic data amortization as a percentage of total seismic revenue is summarized as follows:
 
 
Three Months Ended
March 31,
Components of Amortization
2013
 
2012
Income forecast
45.5
%
 
44.6
%
Straight-line
9.9
%
 
8.1
%
Total
55.4
%
 
52.7
%
The percentage of income forecast amortization to total seismic revenue increased slightly between the first quarters of 2013 and 2012 due to the mix of data being licensed. In both periods, we had resale revenue recognized which was from data whose costs were fully amortized. In the first quarter of 2013, 70% of resale revenue recognized was from data whose costs were fully amortized as compared to 75% in the first quarter of 2012. Amortization expense related to new data acquisition decreased between the periods due to the lower level of acquisition revenue in the first quarter of 2013. Straight-line amortization represents the expense required under our accounting policy to ensure our data value is fully amortized within four years of when the data becomes available for sale. The amount of straight-line amortization decreased $0.8 million between the first quarters of 2012 and 2013 due to the distribution of revenue among the various seismic surveys.

Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $7.4 million in the first quarter of 2013 compared to $8.1 million in the first quarter of 2012. SG&A expenses are made up of the following cash and non-cash expenses (in thousands):
 
 
Three Months Ended
March 31,
 
2013
 
2012
Cash SG&A expenses
$
7,161

 
$
7,947

Non-cash compensation expense
226

 
73

Non-cash rent expense

 
72

Total
$
7,387

 
$
8,092

The decrease in cash SG&A expenses of $0.8 million from the first quarter of 2012 to the first quarter of 2013 was primarily attributable to (i) a decrease of $0.5 million in variable SG&A expenses related to sales commissions and performance incentive compensation due to the lower level of sales in the first quarter of 2013 and (ii) a decrease of $0.3 million in non-recurring expenses mainly related to severance costs.

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The increase in non-cash compensation expense between periods was due to amortization associated with stock option issuances in May 2012. The decrease in non-cash rent expense resulted from the intangible asset associated with this amortization being fully amortized as of December 31, 2012.
Interest Expense, Net
Interest expense, net, was $9.3 million in the first quarter of 2013 compared to $7.2 million in the first quarter of 2012. Due to the satisfaction and discharge of our 9.75% Senior Notes in March 2013, interest expense for the first quarter of 2013 included interest on our existing 9.75% Senior Notes for the entire quarter, as well as interest paid on these senior notes from April 1, 2013 to April 18, 2013. In addition, interest expense for the first quarter of 2013 included interest on our new 9½% Senior Notes issued on March 20, 2013.
Loss on Early Extinguishment of Debt
In connection with the early extinguishment of our 9.75% Senior Notes in the first quarter of 2013, we recorded a $1.5 million non-cash charge which included the write-off of unamortized issue expenses.
Income Taxes
Income tax expense was $1.4 million in the first quarter of 2013 compared to $3.5 million in the first quarter of 2012. The expense in the first quarter of 2013 was comprised of (i) $0.9 million related to our Canadian operations, (ii) $0.1 million in U.S. Federal taxes related to our estimated alternative minimum tax liability and (iii) $0.4 million in U.S. state taxes. The expense in the first quarter of 2012 was comprised of (i) $3.2 million related to our Canadian operations and (ii) $0.3 million in U.S. state taxes.
Net Income
Net income was $1.7 million in the first quarter of 2013 compared to $14.7 million in the first quarter of 2012. The reduction in net income was primarily due to the lower level of revenue partially offset by a reduction in amortization expense associated with our data library. The first quarter of 2013 also included a $1.5 million non-cash charge related to the early extinguishment of our 9.75% Senior Notes as well as additional interest paid upon the satisfaction and discharge of the 9.75% Senior Notes in the first quarter.
Liquidity and Capital Resources
As of March 31, 2013, we had $25.5 million in consolidated cash, cash equivalents and short-term investments, including $0.8 million of restricted cash. Our foreign subsidiary regularly holds cash which is used to reinvest in our Canadian operations. If we decide at a later date to repatriate those funds to the U.S., we may be required to provide taxes on certain of those funds based on applicable U.S. tax rates net of foreign taxes. Cash held by our foreign subsidiary fluctuates throughout the year and at March 31, 2013, was $0.2 million.
In addition to the cash on our balance sheet, other sources of liquidity include our Credit Facility described below.
Credit Facility: On May 25, 2011 we entered into a credit agreement which provides us with the ability to borrow up to $30.0 million. The Credit Facility provides a $30.0 million revolving credit facility with a Canadian sublimit of $5.0 million, subject to borrowing base limitations. The Credit Facility expires on May 25, 2016. As of March 31, 2013, no amounts were outstanding under the Credit Facility and there was $20.0 million of availability.
9½% Senior Unsecured Notes: On March 20, 2013, we issued in a private placement $250.0 million aggregate principal amount of our 9½% Senior Notes. The proceeds from the 9½% Senior Notes, together with $29.8 million cash on hand, were used to satisfy and discharge the 9.75% Senior Notes, including accrued interest of $4.8 million. Interest is payable in cash, semi-annually on April 15 and October 15 of each year, commencing on October 15, 2013.
We are obligated to use our reasonable best efforts to offer to exchange the 9½% Senior Notes under the Securities Act or otherwise register the resale of such notes no later than 240 days after their issuance. If this requirement is not met, then the annual interest on the 9½% Senior Notes will increase by (1) 0.25 percentage points for the first 90 days following the end of such period and (2) 0.25 percentage points at the beginning of each subsequent 90-day period up to a maximum of 1.0 percentage point.
We may from time to time, as part of various financing and investment strategies, purchase our outstanding indebtedness. These purchases, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations.

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Table of Contents

Cash Flows from Operating Activities: Cash flows provided by operating activities were $35.4 million and $45.1 million for the three months ended March 31, 2013 and 2012, respectively. Operating cash flows for 2013 decreased from 2012 primarily due to (i) lower collections on acquisition underwriting partially offset by higher collections on cash resales, (ii) higher interest payments during the quarter associated with the satisfaction and discharge of our 9.75% Senior Notes and (iii) an increase in income taxes paid.
Cash Flows from Investing Activities: Cash flows used in investing activities were $40.7 million and $56.7 million for the three months ended March 31, 2013 and 2012, respectively. Cash expenditures for seismic data were $40.1 million and $56.4 million for the three months ended March 31, 2013 and 2012, respectively. The decrease in cash invested in seismic data for 2013 compared to 2012 was primarily due to decreased data acquisition activity in Canada partially offset by higher capital expenditure payments in the U.S.
Cash Flows from Financing Activities: Cash flows used in financing activities were $30.9 million and $0.1 million for the three months ended March 31, 2013 and 2012, respectively. Our financing activities in the first quarter of 2013 included (i) $250.0 million received from the issuance of our 9½% Senior Notes, (ii) payment of $275.0 million of principal on our 9.75% Senior Notes and (iii) payment of $5.8 million of fees in connection with the issuance of our 9½% Senior Notes.
Anticipated Liquidity: Our ability to cover our operating and capital expenses, make required debt service payments on our 9½% Senior Notes, incur additional indebtedness, and comply with our various debt covenants, will depend primarily on our ability to generate substantial operating cash flows. Over the next 12 months, we expect to obtain the funds necessary to pay our operating, capital and other expenses as well as interest on our 9½% Senior Notes and principal and interest on our other indebtedness, from our operating cash flows, cash and cash equivalents on hand and, if required, from additional borrowings (to the extent available under our Credit Facility subject to the borrowing base). Our ability to satisfy our payment obligations depends substantially on our future operating and financial performance, which necessarily will be affected by, and subject to, industry, market, economic and other factors. If necessary, we could choose to reduce our spending on capital projects and operating expenses to ensure we operate within the cash flow generated from our operations. We will not be able to predict or control many of these factors, such as economic conditions in the markets where we operate and competitive pressures.
Deferred Taxes
As of March 31, 2013, we had a net deferred tax liability of $2.9 million attributable to our Canadian operations. In the U.S., we had a Federal deferred tax asset of $100.0 million, all of which was fully offset by a valuation allowance. The recognition of the U.S. Federal deferred tax asset will not occur until such time that it is more likely than not that some portion or all of the U.S. Federal deferred tax asset will be realized. As of March 31, 2013, it was more likely than not that all of the U.S. Federal deferred tax asset will not be realized. Additionally, in the U.S., we had a state deferred tax asset of $730,000 of which $646,000 was offset by a valuation allowance. The remaining state deferred tax asset of $84,000 was recognized as it is more likely than not that the state deferred tax asset will be realized.
Off-Balance Sheet Transactions
Other than operating leases, we do not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expense, results of operations, liquidity, capital expenditures or capital resources.

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Capital Expenditures
During the three months ended March 31, 2013, capital expenditures for seismic data and other property and equipment amounted to $46.7 million. Our capital expenditures for the remainder of 2013 are presently estimated to be $122.7 million. The first three months of 2013 actual and 2013 estimated remaining capital expenditures are comprised of the following (in thousands):
 
Three Months
Ended
March 31, 2013
 
Estimate for
Remainder
of 2013
 
Total
Estimate
for 2013
New data acquisition
$
41,809

 
$
112,691

 
$
154,500

Cash purchases and data processing
1,851

 
3,749

 
5,600

Non-monetary exchanges
2,716

 
4,684

 
7,400

Property and equipment and other
364

 
1,536

 
1,900

Total capital expenditures
46,740

 
122,660

 
169,400

Less: Non-monetary exchanges
(2,716
)
 
(4,684
)
 
(7,400
)
Changes in working capital
(3,556
)
 

 
(3,556
)
Cash investment per statement of cash flows
$
40,468

 
$
117,976

 
$
158,444


Capital expenditures funded from operating cash flow are as follows (in thousands):
 
Three Months
Ended
March 31, 2013
 
Estimate for
Remainder
of 2013
 
Total
Estimate
for 2013
Total capital expenditures
$
46,740

 
$
122,660

 
$
169,400

Less: Non-cash additions
(2,716
)
 
(4,684
)
 
(7,400
)
Cash underwriting
(25,032
)
 
(76,968
)
 
(102,000
)
Capital expenditures funded from operating cash flow
$
18,992

 
$
41,008

 
$
60,000


As of May 7, 2013, we had capital expenditure commitments related to data acquisition projects of approximately $67.2 million, of which we have obtained approximately $46.0 million of cash underwriting. We expect the majority of our $21.2 million committed net cash capital expenditures to be incurred in 2013.


Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk, including adverse changes in interest rates and foreign currency exchange rates.
Interest Rate Risk
We may enter into various financial instruments, such as interest rate swaps or interest rate lock agreements, to manage the impact of changes in interest rates. As of March 31, 2013, we did not have any open interest rate swap or interest rate lock agreements. Therefore, our exposure to changes in interest rates primarily results from our short-term and long-term debt with both fixed and floating interest rates.
Foreign Currency Exchange Rate Risk
Our Canadian subsidiaries conduct business in the Canadian dollar and are therefore subject to foreign currency exchange rate risk on cash flows related to sales, expenses, financing and investing transactions in currencies other than the U.S. dollar. Currently, we do not have any open forward exchange contracts.
We have not had any significant changes in our market risk exposures during the quarter ended March 31, 2013.



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Table of Contents

Item 4.
CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our President and Chief Executive Officer along with our Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of March 31, 2013 are effective.

b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II—OTHER INFORMATION

Item 1.
LEGAL PROCEEDINGS
See Part I, Item 1, Note G to Consolidated Financial Statements, which is incorporated herein by reference. 

Item 1A.
RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 22, 2013, and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012. You should be aware that these risk factors and other information may not describe every risk we face. Additional risks and uncertainties not currently known to us also may materially adversely affect our business, financial condition and/or results of operations.
 
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None. 

Item 3.
DEFAULTS UPON SENIOR SECURITIES
None.
 
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.

Item 5.
OTHER INFORMATION
None.


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Table of Contents

Item 6.
EXHIBITS
 
3.1

  
Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Registration Statement on Form S-4, No. 333-144844, as filed with the SEC on July 25, 2007).
3.2

  
Bylaws of Seitel, Inc. (incorporated by reference from Exhibit 3.2 to the Registration Statement on Form S-4, No. 333-144844, as filed with the SEC on July 25, 2007).
4.1

 
Indenture dated as of March 20, 2013, by and among Seitel, Inc., the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference from Exhibit 4.1 to the Seitel, Inc. current report on Form 8-K, as filed with the SEC on March 21, 2013).
4.2

 
Form of 9½% Senior Note due 2019 (included in Exhibit 4.1) (incorporated by reference from Exhibit 4.2 to the Seitel, Inc. current report on Form 8-K, as filed with the SEC on March 21, 2013).
4.3

 
Registration Rights Agreement, dated as of March 20, 2013, by and among Seitel, Inc., the Guarantors party thereto, and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as Initial Purchasers (incorporated by reference from Exhibit 4.3 to the Seitel, Inc. current report on Form 8-K, as filed with the SEC on March 21, 2013).
10.1

 
Purchase Agreement, dated as of March 15, 2013, by and among Seitel, Inc., the Guarantors party thereto, and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as Initial Purchasers (incorporated by reference from Exhibit 10.1 to the Seitel, Inc. current report on Form 8-K, as filed with the SEC on March 21, 2013).
10.2

 
Amendment No. 2 to Credit Agreement, dated March 1, 2013, by and among Seitel, Inc. and Olympic Seismic Ltd., as borrowers, and Wells Fargo Capital Finance, LLC and Wells Fargo Capital Finance Corporation Canada, as lenders and agents (incorporated by reference from Exhibit 10.2 to the Seitel, Inc. current report on Form 8-K, as filed with the SEC on March 21, 2013).
31.1

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1

** 
Section 1350 Certification of Chief Executive Officer.
32.2

** 
Section 1350 Certification of Chief Financial Officer.
101.INS

** 
XBRL Instance Document.
101.SCH

** 
XBRL Taxonomy Extension Schema Document.
101.CAL

** 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF

** 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB

** 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE

** 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
*
Filed herewith.
**
Furnished, not filed.

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Table of Contents

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.
 
 
 
 
SEITEL, INC.
 
 
 
Date: May 10, 2013
 
/s/     Robert D. Monson
 
 
Robert D. Monson
 
 
Chief Executive Officer and President
 
 
Date: May 10, 2013
 
/s/     Marcia H. Kendrick
 
 
Marcia H. Kendrick
 
 
Chief Financial Officer


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Table of Contents


EXHIBIT
INDEX
 
 
 
 
Exhibit
 
Title