SEITEL INC
10-Q, 1996-05-15
OIL & GAS FIELD EXPLORATION SERVICES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 1996
                               --------------

                                    OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period               to              .
                               -------------    -------------

Commission File Number 0-14488
                       -------

                                  Seitel, Inc.
                ------------------------------------------------
               (Exact name of registrant as specified in charter)

          Delaware                                          76-0025431
- -------------------------------             -----------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

50 Briar Hollow Lane
West Building, 7th Floor
Houston, Texas                                              77027
- --------------------------------                 --------------------------
(Address of principal executive                           (Zip Code)
offices)

                                 (713) 627-1990
               --------------------------------------------------      
              (Registrant's telephone number, including area code)

                                 Not Applicable
                         -------------------------------
                         Former name, former address and
                         former fiscal year, if changed
                               since last report.

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 X           No
                                  ---            ---

As of May 13, 1996 there were  9,691,042  shares of the Company's  common stock,
par value $.01 per share, outstanding.

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- --------------------------------------------------------------------------------
<PAGE>



                                      INDEX



PART I.   FINANCIAL INFORMATION                                             Page

          Item 1.  Financial Statements

          Consolidated Balance Sheets as of
          March 31, 1996 (Unaudited) and December 31, 1995...............     3
 
          Consolidated Statements of Operations (Unaudited)
          for the Three Months Ended March 31, 1996
          and 1995.......................................................     4
          

          Consolidated Statements of Stockholders'
          Equity (Unaudited) for the Three Months Ended
          March 31, 1996.................................................     5
          

          Consolidated Statements of Cash Flows (Unaudited)
          for the Three Months Ended March 31, 1996
          and 1995.......................................................     6
        

          Notes to Consolidated Interim
          Financial Statements...........................................     8
         

          Item 2. Management's Discussion and
          Analysis of Financial Condition and
          Results of Operations..........................................     9
          

PART II.  OTHER INFORMATION..............................................    11

<PAGE>

<TABLE>
<CAPTION>
SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)                              (Unaudited)
                                                                                  March 31,          December 31,
                                                                                    1996                 1995
                                                                                ------------         ------------
<S>                                                                              <C>                   <C>     
ASSETS
  Cash and equivalents                                                           $  7,394              $  6,242
  Receivables
    Trade                                                                          37,679                40,992
    Notes and other                                                                 1,276                 1,289
  Net data bank                                                                   106,030               105,369
  Net oil and gas properties                                                       44,667                42,424
  Net geophysical and other property and equipment                                  9,775                10,126
  Prepaid expenses, deferred charges and other assets                               2,738                 3,125
                                                                                 --------              --------

  TOTAL ASSETS                                                                   $209,559              $209,567
                                                                                 ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable and accrued liabilities                                       $ 15,145              $ 18,422
  Income taxes payable                                                                642                   227
  Net liabilities of discontinued operations                                          223                 1,105
  Debt
    Senior Notes                                                                   52,500                52,500
    Subordinated debentures                                                          --                   1,989
    Term Loans                                                                      3,227                 3,071
  Obligations under capital leases                                                  3,409                 3,723
  Contingent payables                                                                 279                   279
  Deferred income taxes                                                             7,371                 6,472
  Deferred revenue                                                                  1,420                 1,401
                                                                                 --------              --------
TOTAL LIABILITIES                                                                  84,216                89,189
                                                                                 --------              --------

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' EQUITY
  Preferred stock, par value $.01 per share; authorized
    5,000,000 shares; none issued                                                      --                    --
  Common stock, par value $.01 per share; authorized
    20,000,000 shares; issued and outstanding 9,652,036 and
    9,436,854 at March 31, 1996 and December 31, 1995
    respectively                                                                       96                    94
  Additional paid-in capital                                                       87,720                85,821
  Retained earnings                                                                39,000                35,936
  Treasury stock, 409 and 414 shares at cost at
    March 31, 1996 and December 31, 1995, respectively                                 (4)                   (4)
  Notes receivable from officers and employees                                     (1,395)               (1,395)
  Cumulative translation adjustment                                                   (74)                  (74)
                                                                                 --------              --------
TOTAL STOCKHOLDERS' EQUITY                                                        125,343               120,378
                                                                                 --------              --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $209,559              $209,567
                                                                                 ========              ========
</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>
SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)

                                                                                 Three Months Ended March 31,
                                                                                -----------------------------
                                                                                  1996                 1995
                                                                                --------             --------

<S>                                                                              <C>                 <C>    
REVENUE                                                                          $20,266             $16,608


EXPENSES
  Depreciation, depletion and amortization                                         8,046               7,274
  Cost of sales                                                                    3,270                 347
  Selling, general and administrative expenses                                     3,503               3,749
  Net interest expense                                                               584                 814
                                                                                 -------             -------
                                                                                  15,403              12,184
                                                                                 -------             -------

Income from continuing operations before provision
  for income taxes                                                                 4,863               4,424

Provision for income taxes                                                         1,799               1,637
                                                                                 -------             -------

Income from continuing operations                                                  3,064               2,787
Income from discontinued operations, net of
  income tax expense of $110 for 1995                                                 --                 187
                                                                                 -------             -------

NET INCOME                                                                       $ 3,064             $ 2,974
                                                                                 =======             =======

Earnings per share:
  Primary:
    Income from continuing operations                                            $   .31             $   .29
    Income from discontinued operations                                               --                 .02
                                                                                 -------             -------
    Net income                                                                   $   .31             $   .31
                                                                                 =======             =======
  Assuming full dilution
    Income from continuing operations                                            $   .30             $   .27
    Income from discontinued operations                                               --                 .02
                                                                                 -------             -------
    Net income                                                                   $   .30             $   .29
                                                                                 =======             =======

Weighted average number of common and common equivalent shares:
  Primary                                                                         10,036               9,748
                                                                                 =======             =======
  Assuming full dilution                                                          10,241              10,176
                                                                                 =======             =======
</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>
SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
                                                                                              
                                                                                                        Notes             
                                        Common Stock      Additional              Treasury Stock     Receivables       Cumulative  
                                     -----------------     Paid-in     Retained   ---------------   from Officers     Translation
                                     Shares     Amount     Capital     Earnings   Shares   Amount    & Employees      Adjustments
                                    ---------   ------     -------     --------   ------   ------    -----------      -----------

<S>                                 <C>          <C>       <C>          <C>       <C>      <C>          <C>             <C>     
Balance, December 31, 1992          5,976,472    $  60     $25,672      $12,225   $  --    $  --        $(2,150)        $  (164)
  Proceeds from issuance of
    common stock                       10,916       --          37           --      --       --             --              --
  Payments received on notes
    receivable from officers
    and employees                          --       --          --           --    (414)      (4)           111              --
  Foreign currency translation
    adjustment                             --       --          --           --      --       --             --              79
  Net income                               --       --          --        5,717      --       --             --              --
                                    ---------    -----     -------      -------   -----    -----        -------         -------
Balance, December 31, 1993          5,987,388       60      25,709       17,942    (414)      (4)        (2,039)            (85)
  Sale of common stock through
    public offering                 1,061,200       11      31,906           --      --       --             --              --
  Proceeds from issuance
    of common stock                   770,364        7       7,280           --      --       --             --              --
  Tax reduction from exercise
    of stock options                       --       --       1,879           --      --       --             --              --
  Conversion and exchanges of
    subordinated debentures         1,006,667       10       8,837           --      --       --             --              --
  Payments received on notes
    receivable from officers
    and employees                          --       --          --           --      --       --            488              --
  Foreign currency translation
    adjustment                             --       --          --           --      --       --             --              13
  Net income                               --       --          --        9,315      --       --             --              --
                                    ---------    -----     -------      -------   -----    -----        -------         -------
Balance, December 31, 1994          8,825,619       88      75,611       27,257    (414)      (4)        (1,551)            (72)
  Proceeds from issuance of
    common stock                      445,939        4       6,894           --      --       --             --              --
  Tax reduction from exercise
    of stock options                       --       --       1,900           --      --       --             --              --
  Conversions and exchanges 
    of subordinated debentures        165,296        2       1,416           --      --       --             --              --
  Payments received on notes
    receivable from officers
    and employees                          --       --          --           --      --       --            156              --
  Foreign currency translation
    adjustment                             --       --          --           --      --       --             --              (2)
  Net income                               --       --          --        8,679      --       --             --              --
                                    ---------    -----     -------      -------   -----    -----        -------         -------
Balance, December 31, 1995          9,436,854       94      85,821       35,936    (414)      (4)        (1,395)            (74)
  Proceeds from issuance of
    common stock                          878       --          21           --       5       --             --              --
  Conversions and exchanges of
    subordinated debentures           214,304        2       1,878           --      --       --             --              --

  Net Income                               --       --          --        3,064      --       --             --              --
                                    ---------    -----     -------      -------   -----    -----        -------         -------

Balance, March 31, 1996 (unaudited) 9,652,036    $  96     $87,720      $39,000    (409)   $  (4)       $(1,395)        $   (74)
                                    =========    =====     =======      =======   =====    ======       =======         =======
</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>
SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)

                                                                                  Three Months Ended March 31,
                                                                                ---------------------------------
                                                                                   1996                    1995
                                                                                ---------               ---------
<S>                                                                              <C>                    <C>     
Cash flows from operating activities:
  Cash received from customers                                                   $ 22,979               $ 24,094
  Cash paid to suppliers and employees                                            (10,813)                (9,810)
  Interest paid                                                                       (82)                  (308)
  Interest received                                                                   119                      6
  Income taxes paid                                                                    --                 (1,002)
                                                                                 --------               --------
    Net cash provided by operating activities                                      12,203                 12,980
                                                                                 --------               --------

Cash flows from investing activities:
  Cash invested in seismic data                                                    (7,365)               (12,931)
  Cash invested in oil and gas properties                                          (2,944)                (2,586)
  Cash paid to acquire property and equipment                                        (550)                  (277)
  Cash from disposal of property and equipment                                         59                     --
  Collections on loans made                                                            58                     --
                                                                                 --------               --------
    Net cash used in investing activities                                         (10,742)               (15,794)
                                                                                 --------               --------

Cash flows from financing activities:
  Borrowings under line of credit agreements                                           --                 14,841
  Principal payments under line of credit                                              --                (10,055)
  Borrowings under term loan                                                          433                     --
  Principal payments on term loans                                                   (278)                  (198)
  Principal payments under capital lease obligations                                 (314)                  (402)
  Proceeds from issuance of common stock                                               27                    791
  Costs of debt and equity transactions                                               (26)                   (43)
                                                                                 --------               --------
    Net cash provided by (used in) financing activities                              (158)                 4,934
                                                                                 --------               --------

Net increase in cash and equivalents                                                1,303                  2,120

Cash and cash equivalents at beginning of period:
  Continuing operations                                                             6,242                    846
  Discontinued operations                                                             234                    695
                                                                                 --------               --------
    Total cash and equivalents at beginning of period                               6,476                  1,541
                                                                                 --------               --------

Cash and equivalents at end of period:
  Continuing operations                                                             7,394                  3,562
  Discontinued operations                                                             385                     99
                                                                                 --------               --------
    Total cash and equivalents at end of period                                  $  7,779               $  3,661
                                                                                 ========               ========

</TABLE>



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




<PAGE>


<TABLE>
<CAPTION>
SEITEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited), continued
(In thousands)


                                                                                  Three Months Ended March 31,
                                                                                ---------------------------------
                                                                                   1996                    1995
                                                                                ---------               ---------

<S>                                                                             <C>                     <C>     
Reconciliation of net income to net cash provided by operating activities:
Net income                                                                      $  3,064                $  2,974
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation, depletion and amortization                                         8,344                   7,276
  Income from discontinued operations, net of tax                                   --                      (187)
  Non-cash sales                                                                    --                      (500)
  Gain on sale of property and equipment                                             (22)                     --
  Decrease in receivables                                                          3,269                   3,322
  Decrease (increase) in other assets                                                230                    (305)
  Decrease in other liabilities                                                   (1,952)                   (576)
                                                                                --------                --------
    Total adjustments                                                              9,869                   9,030
                                                                                --------                --------
Net cash provided by (used in) operating activities of:
  Continuing operations                                                           12,933                  12,004
  Discontinued operations                                                           (730)                    976
                                                                                ========                ========
                                                                                $ 12,203                $ 12,980
                                                                                ========                ========
</TABLE>



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




<PAGE>


SEITEL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
March 31, 1996

NOTE A-BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  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  generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) 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.  Operating  results for the three
months ended March 31, 1996 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 1996. For further  information,
refer to the financial  statements and notes thereto for the year ended December
31, 1995.

     In March 1995, the Financial  Accounting  Standards Board ("FASB") issued a
statement  establishing  accounting  standards for the  impairment of long-lived
assets.   This  statement  requires  that  long-lived  assets  be  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of an asset may not be  realizable.  The Company  adopted  this
statement January 1, 1996.  Application of the statement did not have a material
effect on the Company's consolidated financial statements.


NOTE B-EARNINGS PER SHARE

     Earnings per share is based on the weighted  average  number of outstanding
shares  of  common  stock  during  the  respective  periods,   including  common
equivalent  shares  applicable to assumed exercise of stock options and warrants
when such  common  stock  equivalents  are  dilutive,  and the  Company's  other
potentially dilutive securities.

         Earnings per share was  determined by dividing net income,  as adjusted
below, by applicable shares outstanding (in thousands):
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                              March 31,
                                                      --------------------------
                                                         1996          1995
                                                      -----------   ------------

<S>                                                   <C>           <C>        
Net income as reported                                $     3,064   $     2,974
     Interest eliminated on assumed conversion
          of 9% convertible subordinated
          debentures, net of tax                               --            25
                                                      -----------   -----------
Total income used for fully diluted 
     earnings per share                               $     3,064   $     2,999
                                                      ===========   ===========

Weighted average number of common and 
     common equivalent shares                              10,036         9,748
                                                      ===========   ===========
Weighted average number of common 
     shares assuming full dilution                         10,241        10,176
                                                      ===========   ===========

</TABLE>
<PAGE>

NOTE C-DATA BANK

     Costs incurred in the creation of proprietary seismic data are capitalized.
Seismic data costs are  amortized  for each project in the  proportion  that its
revenue for a period relates to management's  estimate of its ultimate  revenue.
Since  inception,  management has  established  guidelines  regarding its annual
charge for amortization. Under these guidelines, 90% of the cost incurred in the
creation of proprietary seismic data is amortized within five years of inception
for  two-dimensional  seismic  data and  within  seven  years of  inception  for
three-dimensional  data, and the final 10% is amortized on a straight-line basis
over fifteen years.  Costs of existing  seismic data libraries  purchased by the
Company  are fully  amortized  within  ten years  from  date of  purchase.  On a
periodic  basis,  the carrying value of each seismic data program is compared to
its estimated  future revenue and, if  appropriate,  is reduced to its estimated
net realizable value.

NOTE D-OIL AND GAS PROPERTIES

     The  Company  accounts  for  its oil and  gas  exploration  and  production
activities  using the full-cost  method of  accounting.  Under this method,  all
costs  associated with  acquisition,  exploration and development of oil and gas
reserves are capitalized, including directly related overhead costs and interest
costs  related  to its  unevaluated  properties  and  certain  properties  under
development which are not currently being amortized.  For the three months ended
March 31,  1996 and 1995,  general  and  administrative  costs of  $236,000  and
$194,000, respectively, have been capitalized to oil and gas properties. For the
three  months  ended March 31,  1996 and 1995,  interest  costs of $268,000  and
$45,000, respectively, have been capitalized to oil and gas properties.

NOTE E-SUPPLEMENTAL CASH FLOW INFORMATION

Significant non-cash investing and financing activities are as follows:

1.   During the first three months of 1996 and 1995,  the Company issued 214,304
     and 155,601 shares,  respectively,  of its common stock upon the conversion
     and  exchange  of  $1,989,000  and  $1,444,000,  respectively,  of  its  9%
     convertible subordinated  debentures.  In connection with these conversions
     and exchanges,  unamortized bond issue costs totaling  $109,000 and $92,000
     during the first  three  months of 1996 and 1995,  respectively,  have been
     charged to additional paid-in capital.

2.   During the first three months of 1995,  the Company  licensed  seismic data
     valued at  $500,000 in exchange  for the  purchase of seismic  data for its
     library.

NOTE F--DISCONTINUED OPERATIONS

     On March 22, 1996, the Company's Board of Directors  unanimously  adopted a
plan  of  disposal  to  discontinue  the  Company's  gas  marketing  operations.
Accordingly,  the Company's consolidated financial statements as of December 31,
1995, were restated to reflect the discontinued operations.  Pending disposal or
termination of the contracts to supply natural gas, the Company is continuing to
honor  its  obligations  under the  contracts,  and may  enter  into  additional
contracts for gas supply and transportation  required to honor existing customer
contracts;  however, the Company will not enter into any new customer contracts.
Disposal of all of the  contracts is expected to be  completed  within one year.
The net  liabilities  of  discontinued  operations  at March 31,  1996,  consist
primarily  of  accounts  payable  and  accrued   liabilities   offset  by  trade
receivables and income tax benefits.

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS
- -----------------------------------------------------------------------

RESULTS OF OPERATIONS
- ---------------------

     Total revenue increased 22% during the first quarter of 1996 as compared to
the first quarter of 1995.  Revenue primarily consists of revenue generated from
the seismic business and oil and gas production.  Seismic revenue increased from
$15,797,000  during the first  quarter of 1995 to  $17,867,000  during the first
quarter of 1996.  The  increase  is  primarily  attributable  to an  increase in
proprietary data acquisition performed for outside parties by the Company's crew
subsidiary.  Oil and gas revenue increased from $810,000 in the first quarter of
1995 to  $2,385,000  in the first  quarter of 1996.  The increase in oil and gas
revenue  is due to more  wells  being on line in the  first  quarter  of 1996 as
compared to the first  quarter of 1995.  At March 31,  1996, a total of 79 wells
were producing as compared to a total of 40 wells at March 31, 1995.
<PAGE>

     Depreciation,  depletion and amortization  consists  primarily of data bank
amortization.  Refer to Note C for a description  of the Company's  amortization
policy.  Data bank  amortization  increased  from  $6,743,000  during  the first
quarter of 1995 to $6,990,000  during the first quarter of 1996. As a percentage
of revenue from licensing  seismic data, data bank  amortization was 49% and 44%
for the  first  quarter  of 1996 and 1995,  respectively.  These  increases  are
primarily  due to the  mix of  sales  of 2D and 3D  data  amortized  at  varying
percentages  based on each data  program's  current and expected  future revenue
stream.

     Cost of sales  consists  of expenses  associated  with the  acquisition  of
seismic data for non-affiliated parties, seismic resale support services and oil
and gas  production.  The increase in cost of sales from  $347,000 for the first
quarter of 1995 to $3,270,000  for the first quarter of 1996 is primarily due to
an increase in the cost of sales associated with the acquisition of seismic data
for non-affiliated parties. During the first quarter of 1995, the Company's crew
subsidiary  performed work solely for the Company's seismic data and exploration
and production  subsidiaries for which no revenue or costs are recognized in the
consolidated  statement of  operations.  During the first  quarter of 1996,  the
Company's crew  subsidiary  performed work for outside parties and the Company's
subsidiaries,  resulting  in revenue  and cost of sales being  reflected  in the
consolidated statement of operations for the work performed for outside parties.
Additionally,  cost of sales  associated  with oil and gas production  increased
during the first  quarter of 1996 as  compared to the same period in 1995 due to
the  corresponding  increase in oil and gas revenue.  Revenues  from these areas
increased  from $995,000  during the first quarter of 1995 to $5,784,000  during
the first quarter of 1996.

     The Company's selling,  general and administrative  expenses decreased from
$3,749,000  during  the first  quarter  of 1995 to  $3,503,000  during the first
quarter of 1996. As a percentage of total revenue, these expenses have decreased
from 23% for the first  quarter  of 1995 to 17% for the first  quarter  of 1996.
These decreases are primarily due to on-going cost reduction programs.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     On December 28, 1995,  the Company  completed a private  placement of three
series  of   unsecured   Senior  Notes   totaling   $75  million.   The  Company
contemporaneously  issued  its Series A Notes and  Series B Notes,  which  total
$52.5 million and bear interest at a fixed rate of 7.17%.  On April 9, 1996, the
Company issued its Series C Notes which total $22.5 million and bear interest at
a fixed rate of 7.48%.  The Series A Notes  mature on  December  30,  2001,  and
require annual principal payments of $8.333 million beginning December 30, 1999.
The Series B and Series C Notes mature on December 30, 2002,  and require annual
principal payments of $10 million beginning  December 30, 1998.  Interest on all
series of the notes is payable  semi-annually  on June 30 and  December  30. The
Company  used the majority of the proceeds of the Series A and Series B Notes to
repay  amounts  outstanding  under its $25  million  revolving  line of  credit,
amounts  outstanding  under a  wholly-owned  subsidiary's  $75 million  reducing
revolving line of credit, and amounts owed to a seismic contractor. The proceeds
of the Series C Notes will be used primarily to fund petroleum  exploration  and
development  activities  of its  wholly-owned  subsidiary  and for other working
capital or general corporate purposes.

     The  Company  filed a  registration  statement  on  Form  S-3  (the  "Shelf
Registration  Statement") in June 1994 to offer from time to time in one or more
series (i) unsecured debt securities, which may be senior or subordinated,  (ii)
preferred  stock,  par value $0.01 per share,  and (iii) common stock, par value
$.01 per share,  or any  combination of the foregoing,  at an aggregate  initial
offering price not to exceed $75,000,000.  The Shelf Registration  Statement was
declared  effective by the Securities and Exchange  Commission on June 30, 1994.
In August 1994, the Company  completed a public offering of 1,061,200  shares of
its common  stock  priced at $32 per share  pursuant  to the Shelf  Registration
Statement. The net proceeds from the offering (after underwriting commission and
offering  expenses) totaled  $31,917,000.  After this sale of common stock at an
initial  aggregate  offering  price  of  $33,958,400,   the  Company  may  offer
additional  securities  in the future for up to an  aggregate  initial  offering
price of $41,041,600 pursuant to the Shelf Registration Statement.
<PAGE>

     During 1996 and 1995, the Company and two of its wholly-owned  subsidiaries
obtained three separate three-year term loans totaling $1,149,000,  two of which
bear interest at the rate of 8.413% and one which bears  interest at the rate of
7.52%,  for the purchase of certain  property and  equipment  which  secures the
debt. Monthly principal and interest payments total approximately  $35,000.  The
balance outstanding on the loans at May 13, 1996, was $974,000.

     On July 15,  1993,  a  wholly-owned  subsidiary  of the Company  obtained a
$4,300,000,  five year term loan  bearing  interest at the rate of 7.61% for the
purchase  of a 3D  seismic  recording  system.  The  debt  is  secured  by  such
equipment. Monthly principal and interest payments of $86,000 began on August 1,
1993. The balance outstanding on the term loan at May 13, 1996, was $2,061,000.

     During 1994 and 1995,  the Company  entered into three capital leases which
relate to the  purchase  of a second 3D seismic  recording  system and a seismic
data processing  center.  These lease  agreements are for terms of three to five
years. Monthly principal and interest payments total approximately $125,000. The
balance  outstanding under these capital lease obligations was $3,287,000 at May
13, 1996.

     From January 1, 1996 through May 13, 1996,  the Company  received  $869,000
from the  exercise  of  common  stock  purchase  warrants  and  options  and the
Company's 401(k) stock purchases. In connection with the exercises,  the Company
will also receive approximately $54,000 in tax savings.

     In February 1996,  the Company called for the March 31, 1996  redemption of
its 9% convertible subordinated debentures,  thereby eliminating future interest
and sinking fund payments.  All remaining  outstanding  debentures  converted to
common stock.

     During the first three months of 1996,  cash from  operations  and proceeds
from its Senior Notes funded the third party seismic data  creation  costs borne
by the Company and oil and gas  exploration  and  development  costs, as well as
taxes, interest expenses, cost of sales and general and administrative expenses.
The Company  believes its revenues from operating  sources and proceeds from its
Senior Notes and from the exercise of warrants and options  should be sufficient
to fund its capital expenditures for 1996, along with expenditures for operating
and general and  administrative  expenses.  To the extent these  sources are not
sufficient  to cover  the  Company's  expenses,  it would be  necessary  for the
Company to arrange  for  additional  debt or equity  financing.  There can be no
assurance  that the Company would be able to accomplish  any such debt or equity
financing on terms satisfactory to it.


                          PART II - OTHER INFORMATION
                          ---------------------------


Items 1., 2., 3., 4., and 5.   Not applicable.
- ----------------------------

Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)  Not applicable

(b)  Reports on Form 8-K

     (i)  The  Registrant  filed a Form 8-K on January 2, 1996,  disclosing  the
          private placement of $75 million Senior Notes.

<PAGE>

                                   SIGNATURES
                                   ----------


   Pursuant to the  requirements of the Securities and 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.





Dated:   May 14, 1996                      /s/  Paul A. Frame
                                           -------------------------------------
                                           Paul A. Frame
                                           President





Dated:   May 14, 1996                      /s/  Debra D. Valice
                                           -------------------------------------
                                           Debra D. Valice
                                           Chief Financial Officer





Dated:  May 14, 1996                       /s/  Marcia H. Kendrick
                                           -------------------------------------
                                           Marcia H. Kendrick
                                           Chief Accounting Officer


<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                                      <C>

<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                        DEC-31-1996
<PERIOD-END>                             MAR-31-1996
<CASH>                                         7,394
<SECURITIES>                                       0
<RECEIVABLES>                                 39,680
<ALLOWANCES>                                     725
<INVENTORY>                                        0
<CURRENT-ASSETS>                                   0<F1>
<PP&E>                                        65,035<F2>
<DEPRECIATION>                                10,593
<TOTAL-ASSETS>                               209,559
<CURRENT-LIABILITIES>                              0<F1>
<BONDS>                                       59,136
                              0
                                        0
<COMMON>                                          96
<OTHER-SE>                                   125,247
<TOTAL-LIABILITY-AND-EQUITY>                 209,559
<SALES>                                       20,266
<TOTAL-REVENUES>                              20,266
<CGS>                                          3,270
<TOTAL-COSTS>                                  3,270
<OTHER-EXPENSES>                                   0
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                               584
<INCOME-PRETAX>                                4,863
<INCOME-TAX>                                   1,799
<INCOME-CONTINUING>                            3,064
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   3,064
<EPS-PRIMARY>                                   0.31
<EPS-DILUTED>                                   0.30
<FN>
<F1> The Company does not present a classified balance sheet; therefore, current
assets and current  liabilities  are not  reflected in the  Company's  financial
statement.  

<F2> PP&E does not include  seismic data bank assets with a cost of $240,356,000
     and related accumulated amortization of $134,326,000.
</FN>


        




</TABLE>


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